Form 6-K NORTHERN DYNASTY MINERAL For: Aug 19

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of August 2019

 

Commission File Number: 001-32210

 

Northern Dynasty Minerals Ltd.
(Translation of registrant’s name into English)

 

15th Floor - 1040 W. Georgia St., Vancouver, BC, V6E 4H1
(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

[  ] Form 20-F [X] Form 40-F

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [  ]

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [  ]

 

 

 

SUBMITTED HEREWITH

 

Exhibits

 

99.1	CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2019 AND 2018
99.2	MANAGEMENT'S DISCUSSION AND ANALYSIS THREE AND SIX MONTHS ENDED JUNE 30, 2019
99.3	Certification of Interim Filings - Full Certificate - CEO
99.4	Certification of Interim Filings - Full Certificate - CFO

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Northern Dynasty Minerals Ltd.
	(Registrant)
Date: August 19, 2019	By:	/s/ Ronald W. Thiessen
	Name:	Ronald W. Thiessen
	Title:	Chief Executive Officer

 

 

 

 

CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

 

 

FOR THE THREE AND SIX MONTHS ENDED

JUNE 30, 2019 AND 2018

 

 

(Expressed in thousands of Canadian Dollars)

 

(Unaudited)

 

 

Northern Dynasty Minerals Ltd.

Condensed Consolidated Interim Statements of Financial Position

(Unaudited - Expressed in thousands of Canadian Dollars)

							June 30				December 31
			Notes				2019				2018
ASSETS
Non-current assets
Restricted Cash			5(b)			$	805			$	830
Mineral property, plant and equipment			3				140,252				144,835
Total non-current assets							141,057				145,665
Current assets
Amounts receivable and prepaid expenses			4				489				1,387
Cash and cash equivalents			5(a)				10,398				14,872
Total current assets							10,887				16,259
Total Assets						$	151,944			$	161,924
EQUITY
Capital and reserves
Share capital			6			$	550,735			$	517,327
Reserves			6				105,408				117,796
Deficit							(521,398	)			(486,913	)
Total equity							134,745				148,210
LIABILITIES
Non-current liabilities
Trade and other payables			9				1,039				7,194
Total non-current liabilities							1,039				7,194
Current liabilities
Warrant liabilities			7				84				–
Payables to related parties			8				188				585
Trade and other payables			9				15,888				5,935
Total current liabilities							16,160				6,520
Total liabilities							17,199				13,714
Total Equity and Liabilities						$	151,944			$	161,924

 

Nature and continuance of operations (note 1)

Commitments and contingencies (note 14)

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

These condensed consolidated interim financial statements are signed on the Company's behalf by:

 

/s/ Ronald W. Thiessen		/s/ Christian Milau
Ronald W. Thiessen		Christian Milau
Director		Director

 

 

Northern Dynasty Minerals Ltd.

Condensed Consolidated Interim Statements of Comprehensive Loss (Income)

(Unaudited - Expressed in thousands of Canadian Dollars, except for share information)

					Three months ended June 30								Six months ended June 30
		Notes			2019				2018				2019				2018
Expenses
Exploration and evaluation expenses		3, 11			$	14,701			$	16,727			$	26,751			$	24,448
General and administrative expenses		3, 11				2,171				1,992				4,520				4,273
Legal, accounting and audit						790				1				1,681				648
Share-based compensation		6(d)&(f)				662				873				1,366				1,709
Loss from operating activities						18,324				19,593				34,318				31,078
Foreign exchange loss (gain)						(38	)			(154	)			222				(419	)
Interest income						(73	)			(267	)			(143	)			(374	)
Other income						–				–				–				(21	)
Interest expense on lease liabilities		9				27				–				54				–
Gain on sale of royalty						–				(37	)			–				(37	)
Loss on revaluation of warrant liabilities		7				34				–				34				–
Receipt of royalty income						–				(617	)			–				(617	)
Recognition of non-refundable early option price installment		12				–				(48,097	)			–				(48,097	)
Loss (income) before tax						18,274				(29,579	)			34,485				(18,487	)
Deferred Income tax (recovery) expense						–				–				–				–
Net loss (income)					$	18,274			$	(29,579	)		$	34,485			$	(18,487	)
Other comprehensive loss (income)
Items that may be subsequently reclassified to net loss
Foreign exchange translation difference		6(g)				2,477				(3,000	)			5,349				(5,999	)
Other comprehensive loss (income)					$	2,477			$	(3,000	)		$	5,349			$	(5,999	)
Total comprehensive loss (income)					$	20,751			$	(32,579	)		$	39,834			$	(24,486	)
Loss (income) per share
Basic		10			$	0.05			$	(0.09	)		$	0.10			$	(0.09	)
Diluted		10			$	0.05			$	(0.09	)		$	0.10			$	(0.09	)

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 

Northern Dynasty Minerals Ltd.

Condensed Consolidated Interim Statements of Cash Flows

(Unaudited - Expressed in thousands of Canadian Dollars)

						Six months ended June 30
		Notes				2019				2018
Operating activities
Net (loss) income						$	(34,485	)		$	18,487
Non-cash or non operating items
Depreciation			3				328				116
Gain on sale of royalty							–				(37	)
Interest income							(143	)			(374	)
Loss on revaluation of warrant liabilities							34				–
Non-current legal fees payable							–				(20	)
Non-refundable early option price installment			12				–				(48,097	)
Share-based compensation							1,366				1,709
Unrealized exchange loss							58				28
Changes in working capital items
Amounts receivable and prepaid expenses							902				225
Amounts receivable from a related party							–				(7	)
Trade and other payables							2,883				6,612
Payables to related parties							(315	)			(84	)
Net cash used in operating activities							(29,372	)			(21,442	)
Investing activities
Acquisition of plant and equipment							–				(20	)
Purchase of investments							–				(33,253	)
Sale of royalty							–				37
Interest received on cash and cash equivalents							122				124
Net cash from (used in) investing activities							122				(33,112	)
Financing activities
Proceeds from issuance of common shares			6(b)				21,951				–
Transaction costs in the issuance of common shares			6(b)				(2,183	)			–
Proceeds from private placement financings			6(b)				5,217				–
Transaction costs for the private placement financings			6(b)				(112	)			–
Proceeds from the exercise of share purchase options and warrants			6(c)-(d)				162				2,231
Payments of principal portion of lease liabilities							(187	)			–
Additional costs paid for issue of special warrants							(2	)			–
Net cash from financing activities							24,846				2,231
Net decrease in cash and cash equivalents							(4,404	)			(52,323	)
Effect of exchange rate fluctuations on cash and cash equivalents							(70	)			(37	)
Cash and cash equivalents - beginning balance							14,872				67,158
Cash and cash equivalents - ending balance			5	(a)		$	10,398			$	14,798

 

Supplementary cash flow information (note 5(a))

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 

Northern Dynasty Minerals Ltd.

Condensed Consolidated Interim Statements of Changes in Equity

(Unaudited - Expressed in thousands of  Canadian Dollars, except for share information)        

 

		Notes				Share capital								Reserves
														Equity -				Foreign
														settled				currency								Share
						Number of								share-based				translation				Investment				Purchase
						shares								compensation				reserve				revaluation				Warrants								Total
						(note 7(a)				Amount				reserve				(note 7(g))				reserve				(note 7(c))				Deficit				equity
Balance at January 1, 2018							308,237,856			$	513,304			$	62,404			$	27,934			$	(2	)		$	4,832			$	(470,971	)		$	137,501
Effect of change in accounting policy for IFRS 9							–				–				–				–				(15	)			–				15				–
Balance at January 1, 2018 - as restated							308,237,856			$	513,304			$	62,404			$	27,934			$	(17	)		$	4,832			$	(470,956	)		$	137,501
Shares issued on exercise of options per option plan			6(d)				44,000				29				–				–				–				–				–				29
Shares issued upon exercise of warrants			6(c)				3,862,729				2,202				–				–				–				–				–				2,202
Fair value and cost allocated to shares issued on exercise of options and warrants							–				832				(17	)			–				–				(815	)			–				–
Share-based compensation			6(d)&(f)				–				–				1,842				–				–				–				–				1,842
Net income							–				–				–				–				–				–				18,487				18,487
Other comprehensive income net of tax							–				–				–				5,999				–				–				–				5,999
Total comprehensive loss																																			24,486
Balance at June 30, 2018							312,144,585			$	516,367			$	64,229			$	33,933			$	(17	)		$	4,017			$	(452,469	)		$	166,060
Balance at January 1, 2019							313,417,856			$	517,327			$	66,938			$	38,686			$	(17	)		$	12,189			$	(486,913	)		$	148,210
Shares issued on exercise of options per option plan			6(d)				194,000				95				–				–																95
Shares issued on exercise of options not issued per option plan			6(c)				104,450				40				–				–				–				–				–				40
Shares issued upon exercise of warrants			6(c)				49,685				27				–				–				–				–				–				27
Shares issued pursuant to restricted share unit plan			6(f)				85,294				117				(56	)			–				–				–				–				61
Fair value allocated to shares issued on exercise of options and warrants							–				116				(91	)			–				–				(25	)			–				–
Shares issued, net of transactions costs			6(b)				30,168,750				19,718				–				–				–				–				–				19,718
Shares issued on conversion of special warrants, net of transaction costs			6(b)				10,150,322				8,190				–				–				–				(8,190	)			–				–
Shares issued pursuant to private placements, net of transaction costs			6(b)				7,429,476				5,105				–				–				–				–				–				5,105
Share-based compensation			6(d)&(f)				–				–				1,323				–				–				–				–				1,323
Net loss							–				–				–				–				–				–				(34,485	)			(34,485	)
Other comprehensive loss net of tax							–				–				–				(5,349	)			–				–				–				(5,349	)
Total comprehensive loss																																			(39,834	)
Balance at June 30, 2019							361,599,833			$	550,735			$	68,114			$	33,337			$	(17	)		$	3,974			$	(521,398	)		$	134,745

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 

Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2019 and 2018

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, except per share or option)

 

1.

NATURE AND CONTINUANCE OF OPERATIONS

Northern Dynasty Minerals Ltd. (the "Company") is incorporated under the laws of the Province of British Columbia, Canada, and its principal business activity is the exploration of mineral properties. The Company is listed on the Toronto Stock Exchange ("TSX") under the symbol "NDM" and on the NYSE American Exchange ("NYSE American") under the symbol "NAK". The Company’s corporate office is located at 1040 West Georgia Street, 15^th floor, Vancouver, British Columbia.

 

The condensed consolidated interim financial statements ("Financial Statements") of the Company as at and for the three and six months ended June 30, 2019, include financial information for the Company and its subsidiaries (together referred to as the "Group" and individually as "Group entities"). The Company is the ultimate parent. The Group’s core mineral property interest is the Pebble Copper-Gold-Molybdenum Project (the "Pebble Project") located in Alaska, United States of America ("USA" or "US"). All US dollar amounts when presented are expressed in thousands, unless otherwise stated.

 

The Group is in the process of exploring and developing the Pebble Project and has not yet determined whether the Pebble Project contains mineral reserves that are economically recoverable. The Group’s continuing operations and the underlying value and recoverability of the amounts shown for the Group’s mineral property interests, is entirely dependent upon the existence of economically recoverable mineral reserves; the ability of the Group to obtain financing to complete the exploration and development of the Pebble Project; the Group obtaining the necessary permits to mine; and future profitable production or proceeds from the disposition of the Pebble Project.

 

During the period ended June 30, 2019, the Company raised cash net proceeds of $19,768 and $5,105 from issuance of common shares and private placements of common shares respectively (note 6(b)), and a further $162 from the exercise of share purchase options and warrants (notes 6(c)-(d)).

 

As at June 30, 2019, the Group had $10,398 (December 31, 2018 – $14,872) in cash and cash equivalents for its operating requirements. During the six months ended June 30, 2019 and 2018, the Group incurred a net loss of $34,485 and earned a net income of $18,487, respectively, and had a deficit $521,398 as at June 30, 2019. The Group has prioritized the allocation of its financial resources in order to meet key corporate and Pebble Project expenditure requirements in the near term. Additional financing will be required in order to progress any material expenditures at the Pebble Project and for working capital requirements. Additional financing may include any of or a combination of debt, equity and/or contributions from possible new Pebble Project participants. There can be no assurances that the Group will be successful in obtaining additional financing. If the Group is unable to raise the necessary capital resources and generate sufficient cash flows to meet obligations as they come due, the Group may, at some point, consider reducing or curtailing its operations. As such, there is material uncertainty that raises substantial doubt about the Group’s ability to continue as a going concern.

 

The Group through the Pebble Partnership initiated federal and state permitting for the Pebble Project under the National Environmental Protection Act ("NEPA"), by filing documentation for a Clean Water Act ("CWA") 404 permit with the US Army Corps of Engineers ("USACE") in December 2017. The USACE published a draft Environmental Impact Statement ("DEIS") in February 2019 and completed a 120-day public comment period on the DEIS on July 2, 2019. On July 30, 2019, the US Environmental Protection Agency announed that it has taken action to withdraw a Proposed Determination initiated under Section 404(c) of the CWA in 2014 to attempt to pre-emtively veto the Pebble Project before it received an objective, scientific regulatory review under NEPA.

 

 

Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2019 and 2018

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, except per share or option)

 

2.

SIGNIFICANT ACCOUNTING POLICIES

 

(a)

Statement of Compliance

 

These Financial Statements have been prepared in accordance with IAS 34, Interim Financial Reporting, as issued by the International Accounting Standards Board ("IASB") and interpretations issued by the IFRS Interpretations Committee ("IFRIC"s). They do not include all of the information required by IFRS for complete annual financial statements, and should be read in conjunction with the Group’s consolidated financial statements as at and for the year ended December 31, 2018 ("2018 annual financial statements"). Except as described in Note 2(c), accounting policies applied herein are the same as those applied in the Group’s annual financial statements.

 

These Financial Statements were authorized for issue by the Audit and Risk Committee on August 12, 2019.

 

(b)

Use of Judgments and Estimates

 

In preparing these Financial Statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

 

Judgment was employed in determining the incremental borrowing rate to measure lease liabilities (note 2(c). There was no change in the use of other significant estimates and judgments during the current periods as compared to those described in Note 2 in the Group’s 2018 annual financial statements.

 

(c)

Change in Significant Accounting Policy – IFRS 16, Leases ("IFRS 16")

 

The Group adopted IFRS 16 effective January 1, 2019, using the modified retrospective approach and therefore comparative information for the 2018 reporting period has not been restated and continues to be reported under IAS 17, Leases, and IFRIC 4, Determining Whether an Arrangement Contains a Lease, as permitted under the specific transitional provisions in the standard.

 

IFRS 16 introduces a single, on-balance sheet accounting model for lessees. As a result, the Group, as a lessee, has recognized right-of-use assets ("ROU Assets"), representing its rights to use the underlying assets, and lease liabilities, representing its obligation to make lease payments.

 

At inception of a contract, the Group assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Group has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less, and leases of low-value assets. For these leases, the Group recognizes the lease payments as an expense in loss (income) on a straight-line basis over the term of the lease.

 

The Group recognizes a lease liability and a right-of-use asset at the lease commencement date.

 

The lease liability is initially measured as the present value of future lease payments discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, using the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate. The incremental borrowing rate is the rate which the Group would have to pay to borrow, over a similar term and with a similar security, the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment.

 

 

Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2019 and 2018

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, except per share or option)

 

Lease payments included in the measurement of the lease liability comprise the following:

 

	·	fixed payments, including in-substance fixed payments, less any lease incentives receivable;
	·	variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
	·	amounts expected to be payable by the Group under residual value guarantees;
	·	the exercise price of a purchase option if the Group is reasonably certain to exercise that option; and
	·	payments of penalties for terminating the lease, if the Group expects to exercise an option to terminate the lease.

 

The lease liability is subsequently measured by:

 

	·	increasing the carrying amount to reflect interest on the lease liability;
	·	reducing the carrying amount to reflect the lease payments made; and
	·	remeasuring the carrying amount to reflect any reassessment or lease modifications.

 

The lease liability is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option.

 

The ROU Asset is initially measured at cost, which comprises the following:

 

	·	the amount of the initial measurement of the lease liability;
	·	any lease payments made at or before the commencement date, less any lease incentives received;
	·	any initial direct costs incurred by the Group; and
	·	an estimate of costs to be incurred by the Group in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease, unless those costs are incurred to produce inventories.

 

The ROU Asset is subsequently measured at cost, less any accumulated depreciation and any accumulated impairment losses, and adjusted for any remeasurement of the lease liability. It is depreciated from the commencement date to the earlier of the end of its useful life or the end of the lease term using either the straight-line or units-of-production method depending on which method more accurately reflects the expected pattern of consumption of the future economic benefits.

 

Each lease payment is allocated between the lease liability and finance cost. The finance cost is charged to loss (income) over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

 

On the balance sheet, the ROU Assets are presented in "Mineral properties, plant and equipment" (note 3) and the lease liabilities are presented in "Trade and other payables" (note 9).

 

Transition to IFRS 16

 

At transition, lease liabilities were measured at the present value of the remaining lease payments, discounted at the Group’s incremental borrowing rate as at January 1, 2019. ROU Assets were measured at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments, of which there were none.

 

The Group used the following practical expedients when applying IFRS 16:

 

	·	Applied the exemption not to recognize ROU Assets and lease liabilities for short-term leases that have a lease term of twelve months or less and leases of low-value assets. The lease payments associated with these leases are recognized as an expense on a straight-line basis over the lease term;
	·	Excluded initial direct costs from measuring the ROU Asset on initial application; and
	·	Used hindsight when determining the lease term if the contract contains options to extend.

 

 

Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2019 and 2018

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, except per share or option)

 

The Group had no leases classified as finance leases under IAS 17.

 

Incremental ROU Assets and lease liabilities of $1,154 were recognized as of January 1, 2019, with no impact on accumulated deficit. The weighted average incremental borrowing rate applied to the lease liabilities was 10%.

 

The following table reconciles the Group’s operating lease commitments at December 31, 2018, as previously disclosed in the 2018 annual financial statements, to the lease liabilities recognized on initial application of IFRS 16 as at January 1, 2019:

 

	Adoption   of IFRS 16
Operating lease commitments as at December 31, 2018	$            1,284
Adjustments on adoption of IFRS 16	235
Operating lease commitments – December 31, 2018	1,519
IFRS 16 recognition exemption for short-term leases (note 14(b))	(158)
Effect from discounting using the incremental borrowing rate – January 1, 2019	(207)
Lease liabilities recognized at January 1, 2019	1,154
Current lease liability (note 9)	389
Non-current lease liability (note 9)	765
Lease liabilities recognized at January 1, 2019	$            1,154

 

3.

MINERAL PROPERTY, PLANT AND EQUIPMENT

 

The Group’s exploration and evaluation assets are comprised of the following:

 

Six months ended June 30, 2019		Mineral Property interest 1		Plant and  equipment 2	Total
Cost
Beginning balance			$               112,541	$            1,374	$      113,915
Impact of IFRS 16 adoption (note 2(c))			–	1,154	1,154
Beginning balance as restated			112,541	2,528	115,069
Additions			–	459	459
Ending balance			112,541	2,987	115,528
Accumulated depreciation
Beginning balance			–	(968)	(968)
Depreciation 3			–	(328)	(328)
Ending balance			–	(1,296)	(1,296)
Foreign currency translation difference			25,853	167	26,020
Net carrying value – June 30, 2019			$               138,394	$            1,858	$       140,252

 

Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2019 and 2018

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, except per share or option)

 

Year ended December 31, 2018	Mineral Property interest 1	Plant and  equipment	Total
Cost
Beginning balance	$              112,541	$            1,354	$    113,895
Additions	–	20	20
Ending balance	112,541	1,374	113,915
Accumulated depreciation
Beginning balance	–	(734)	(734)
Depreciation	–	(234)	(234)
Ending balance	–	(968)	(968)
Foreign currency translation difference	31,641	247	31,888
Net carrying value – December 31, 2018	$              144,182	$               653	$    144,835

 

Notes to tables:

	1.	Comprises the Pebble Project, a contiguous block of 2,402 mineral claims covering approximately 417 square miles located in southwest Alaska, 17 miles (30 kilometers) from the villages of Iliamna and Newhalen, and approximately 200 miles (320 kilometers) southwest of the city of Anchorage.
	2.	Includes ROU Assets, which relate to the use of office space, hangers, yard storage and one vehicle. The following reconciles ROU Assets for the reporting period:

 

	Land and  Buildings	Equipment	Total
Beginning balance at January 1, 2019	$                  1,132	$                 22	$          1,154
Additions	459	–	459
Ending balance	1,591	22	1,613
Depreciation	(210)	(4)	(214)
Foreign currency translation difference	(55)	(1)	(56)
Net carrying value – June 30, 2019	$                  1,326	$                 17	$          1,343

 

3.

ROU Asset depreciation of $112 is included in general and administrative expenses. The remainder is included in exploration and evaluation expenses.

 

4.

AMOUNTS RECEIVABLE AND PREPAID EXPENSES

 

	June 30	December 31
	2019	2018
Sales tax receivable	$                   74	$                 69
Amounts receivable	148	769
Prepaid expenses	267	549
Total	$                489	$           1,387

 

 

Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2019 and 2018

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, except per share or option)

 

5.

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

 

(a)

Cash and cash equivalents

 

The Group’s cash and cash equivalents as at June 30, 2019, and December 31, 2018, which consisted of cash on hand, was invested in business and savings accounts.

 

Supplementary cash flow information

 

Non-cash investing and financing activities:

In the six months ended June 30, 2019, the Group issued common shares on settlement of equity-settled restricted share units (note 6(f)).

 

(b)

Restricted cash

 

The Group has cash deposited with a United States financial institution that has been pledged as collateral to the surety provider for the surety bond accepted by the Alaskan regulatory authorities (see below). The cash deposit will be released once any reclamation work required has been performed and assessed by the Alaskan regulatory authorities. The cash is invested in a money market fund. For the three and six month period ended June 30, 2019, income of $4 (2018 – $nil) and $8 (2018 – $2) respectively, has been recognized which has been re-invested.

 

The Group posted a bond of US$2,000 with the Alaskan regulatory authorities for a performance guarantee related to any potential reclamation liability as a condition of the Miscellaneous Land Use Permit granted to the Pebble Partnership for its ongoing activities on the Pebble Project.

6.

CAPITAL AND RESERVES

(a)

Authorized Share Capital

 

At June 30, 2019, the authorized share capital comprised an unlimited (2018 – unlimited) number of common shares with no par value.

 

(b)

Financings

 

June 2019

 

Bought Deal

 

The Group completed a bought deal offering of 12,200,000 common shares at US$0.41 per common share for gross proceeds of US$5,002 ($6,594). The Group paid the underwriters a 6% commission and issued 244,000 non-transferable share purchase warrants ("Broker Warrants") to purchase common shares at US$0.41 per share until June 24, 2020. After transaction costs of $890, which includes the cost of the Warrants (see below), the Group raised net proceeds of $5,704.

 

As the Broker Warrants are denominated in US dollars, they have been treated as cash-settled warrant liabilities (note 7) and have been valued at $50 upon initial recognition with an equivalent amount recognized as a financing cost. For the purpose of initial recognition, the Group determined the fair value of the Broker Warrants using the Black Scholes option pricing model based on the following assumptions: risk free rate of 1.45%, expected volatility of 72.9%, expected life of 1 year, share price of Cdn$0.61 and dividend yield of nil.

 

 

Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2019 and 2018

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, except per share or option)

 

Private Placement

 

The Group completed a non-brokered private placement to investors of 3,660,000 common shares for a gross proceeds of approximately US$1,500 ($1,975). No commission or finder’s fee were payable to the underwriters in connection to this private placement.

 

March 2019

 

Bought Deal

 

The Group completed a bought deal offering of 17,968,750 common shares at US$0.64 per common share for gross proceeds of US$11,500 ($15,337). The Group incurred transaction costs of $1,323, which includes a 6% commission paid to the underwriters, and raised net proceeds of $14,014.

 

Private Placement

 

The Group completed a private placement of 3,769,476 common shares at $0.86 (US$0.64) per common share for gross proceeds of approximately $3,242 (US$2,412). After transaction costs of $112, the Group raised net proceeds of $3,130.

 

February 2019

 

In February 2019, the 10,150,322 special warrants issued in December 2018, were converted into common shares on a one-for-one basis for no additional consideration to the Group. Additional transaction costs of $2 were paid during the period.

 

(c)

Share Purchase Warrants and Options not Issued under the Group’s Incentive Plan

 

The following reconciles outstanding warrants and non-employee options (options that were not issued under the Group’s incentive plan (see below)), each exercisable to acquire one common share, for the six months ended June 30, 2019 and 2018 respectively:

 

Continuity	Totals per category
	Cannon  Point  Options  (note 1)	Mission   Gold   Warrants   (note 1)	Other  warrants  (note 2)	Broker  Warrants  (note 3)	Total
Beginning Balance	327,700	7,125,646	27,858,213	–	35,311,559
Exercised	–	(3,078,915)	(783,814)	–	(3,862,729)
Balance June 30, 2018	327,700	4,046,731	27,074,399	–	31,448,830
Exercised	–	(82,030)	–	–	(82,030)
Balance December 31, 2018	327,700	3,964,701	27,074,399	–	31,366,800
Issued	–	–	–	244,000	244,000
Exercised	(104,450)	(49,685)	–	–	(154,135)
Balance June 30, 2019	223,250	3,915,016	27,074,399	244,000	31,456,665

 

Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2019 and 2018

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, except per share or option)

 

Weighted averages per option/warrant:	Cannon Point  Options  (note 1)	Mission   Gold   warrants   (note 1)	Other warrants  (note 2)	Broker  Warrants  (note 3)	Total
As at June 30, 2019
Exercise price	$ 0.38	$ 0.55	$ 0.65	–	$ 0.64
Exercise price – US dollars	–	–	–	US$0.41	US$ 0.41
Remaining life in years	2.90	1.03	1.95	1.00	1.83
As at December 31, 2018:
Exercise price	$ 0.38	$ 0.55	$ 0.65	–	$ 0.63
Remaining life in years	2.47	1.52	2.44	–	2.33

 

Notes to tables:

 

	1.	Pursuant to the acquisition of Cannon Point Resources Ltd. ("Cannon Point") and Mission Gold Ltd. ("Mission Gold") in October 2015 and December 2015 respectively, the Group exchanged options and warrants outstanding in these companies for options and warrants to purchase shares in the Company.
	2.	Warrants were issued pursuant to the June 2016 prospectus and July 2016 private placement financings.
	3.	The Broker Warrants, which were issued to the underwriters pursuant to the June 2019 prospectus financing (note 6(b)), are all exercisable, and can be exercised into common shares at US$0.41 per common share.

 

(d)

Share Purchase Option Compensation Plan

 

The following reconciles the Group’s share purchase options ("options") issued and outstanding pursuant to the Group’s incentive plan for the six months ended June 30, 2019 and 2018:

 

Continuity of options	Number of   options	Weighted  average   exercise  price   ($/option)
Beginning Balance	19,847,431	1.08
Exercised	(44,000)	0.64
Cancelled	(700)	1.75
Balance June 30, 2018	19,802,731	1.08
Granted	5,635,000	0.76
Expired	(18,500)	0.50
Exercised	(756,499)	0.50
Forfeited	(32,500)	1.44
Cancelled	(23,500)	1.80
Balance December 31, 2018	24,606,732	1.03
Expired	(4,235,000)	1.54
Exercised	(194,000)	0.49
Forfeited	(10,700)	0.82
Balance June 30, 2019	20,167,032	0.93

 

For the three and six months ended June 30, 2019, the Group recognized share-based compensation ("SBC") of $653 (2018 – $910) and $1,304 (2018 – $1,783) for options.

 

 

Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2019 and 2018

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, except per share or option)

 

The following table summarizes information on options as at June 30, 2019:

 

	Options outstanding			Options exercisable
Exercise prices ($)		Number of options	Weighted average   remaining   contractual   life   (years)	Number of options	Weighted average   remaining   contractual   life   (years)
0.48		450,000	1.71	450,000	1.71
0.49		5,840,000	1.78	5,840,000	1.78
0.50		2,323,332	1.31	2,323,332	1.31
0.72		200,000	0.21	200,000	0.21
0.76		5,610,000	3.36	2,810,000	3.36
1.75		5,743,700	2.60	3,829,600	2.60
		20,167,032	2.38	15,452,932	2.18

The weighted average exercise price for exercisable options as at June 30, 2019 was $0.86 (December 31, 2018 – $1.00) per option.

 

(e)

Deferred Share Units ("DSUs")

 

As at June 30, 2019, a total of 458,129 DSUs were issued and outstanding (June 30 and December 31, 2018 – 458,129). There have been no new grants of DSUs since 2017.

 

(f)

Restricted Share Units ("RSUs")

 

The following reconciles RSUs outstanding for the six months ended June 30, 2019 and 2018 respectively:

 

Continuity of RSUs	Number of   RSUs	Weighted  average    fair value    ($/RSU)
Beginning Balance and Balance June 30, 2018	506,495		2.24
Granted 1	125,000		0.78
Common shares issued	(434,742)		0.68
Balance December 31, 2018	196,753		1.27
Common shares issued 1, 2	(85,294)		1.37
Withheld 1, 2	(75,582)		1.14
Balance June 30, 2019 2	35,877		2.23

Notes

1.

The RSUs were granted on August 9, 2018, to an officer of the Group with an expiry date of December 2021 and an initial one-year vesting period from date of grant. The Group treated these RSUs as cash-settled given the cash settlement of a previous grant. In January 2019, the Group’s Compensation Committee agreed with management that it was in the best interest of the Group to accelerate the vesting period to January 28, 2019. The Group settled the vested RSUs, by issuing 58,886 commons shares and withheld 66,114 RSUs to pay the tax obligations.

 

 

Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2019 and 2018

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, except per share or option)

 

2.

During the six months ended June 30, 2019, 35,876 RSUs, being the second tranche of 107,629 equity-settled RSUs, granted in September 2017, were settled by issuing 26,408 common shares, with the balance of 9,468 RSUs being withheld to pay tax obligations that was remitted in 2018. The remaining 35,877 RSUs will vest in September 2019.

 

During the three and six months ended June 30, 2019, the Group recognized $9 (2018 – $30) and $19 (2018 – $59) respectively, as SBC with a corresponding increase in the SBC Reserve for RSUs classified as equity-settled. For RSUs classified as cash-settled, the Group recognized $nil SBC (2018 – decrease in SBC of $67) for the three months and an increase in SBC of $43 (2018 – decrease in SBC of $133) for the six months with a corresponding increase (2018 – decrease) in the RSU liability. On the settlement of the cash-settled RSUs, the RSU liability was reduced to $nil as $58 was transferred to share capital for the common shares issued with the remainder remitted to the tax authorities.

 

(g)

Foreign Currency Translation Reserve

 

	Six months	Year
	ended	ended
	June 30	December 31
	2019	2018
Beginning balance	$       38,686	$        27,934
Foreign exchange translation differences incurred:
(Loss) gain on translation of foreign subsidiaries	(5,349)	10,752
Ending balance	$       33,337	$        38,686

 

The foreign currency translation reserve represents accumulated exchange differences arising on the translation, into the Group’s presentation currency (the Canadian dollar), of the results of operations and net assets of the Group’s subsidiaries with a US dollar functional currency.

 

7.

WARRANT LIABILITIES

 

The Broker Warrants (notes 6(b) and (c)) have a US dollar exercise price, which is not the functional currency of the Group, and as a result have been treated as cash-settled warrant liabilities. The warrant liabilities were recognized at fair value on date of issue as a financing cost with subsequent change in fair value determined at June 30, 2019, recognized in loss (income). The following tables reconcile the change in fair value of the warrant liabilities:

 

Continuity of fair value	Total
Beginning balance	$                   –
Fair value on issue – financing cost	50
Fair value change – unrealized loss	34
Balance June 30, 2019	$                   84

 

 

Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2019 and 2018

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, except per share or option)

 

The fair value at June 30, 2019 was estimated using the Black-Scholes option-pricing model with the following assumptions:

 

Assumptions	2019
Risk-free interest rate	1.52%
Expected volatility 1	73.6%
Expected life	1 year
Share price used	$0.79
Expected dividend yield	Nil

 

Note

 

1.

Expected volatility is based on the historical and implied volatility of the share price on the TSX.

 

8.

RELATED PARTY BALANCES AND TRANSACTIONS

 

The components of transactions to related parties is as follows:

 

	June 30	December 31
Payables to related parties	2019	2018
Key management personnel (a)	$                  55	$              104
Hunter Dickinson Services Inc. (b)	133	401
RSU liability	–	80
Total payables to related parties	$               188	$              585

 

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation. Details between the Group and other related parties are disclosed below:

 

(a)

Transactions and Balances with Key Management Personnel ("KMP")

 

The aggregate value of transactions with KMP, being the Group’s directors, Chief Financial Officer ("CFO"), Company Secretary, Executive Vice President ("EVP"), Environment and Sustainability, Vice President ("VP"), Corporate Communications, VP, Engineering and VP, Public Affairs, and Pebble Partnership ("PLP") senior management including the Chief Executive Officer ("PLP CEO"), Executive VP ("EVP"), Public Affairs, Senior VP ("SVP"), Corporate Affairs, SVP Engineering, VP, Permitting, Chief of Staff and Chair of Pebble Mines Corp ("PMC Chair"), was as follows for the three and six months ended June 30, 2019 and 2018:

 

	Three months		Six months
Transaction	2019	2018	2019	2018
Compensation
Amounts paid and payable to HDSI for services of KMP employed by HDSI 1	$                609	$               673	$            1,241	$            1,556
Amounts paid and payable to KMP 2	1,083	832	2,259	1,909
Bonuses paid to KMP 3	–	50	310	301
	1,692	1,555	3,810	3,766
Share-based compensation 4	500	711	1,038	1,409
Total compensation	$           2,192	$           2,266	$           4,848	$           5,175

 

Notes to previous table:

 

1.

The Group’s CEO, CFO, Board Chair and senior management, other than disclosed in note 2 below, are employed by the Group through Hunter Dickinson Services Inc. ("HDSI") (refer (b)).

 

 

Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2019 and 2018

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, except per share or option)

 

	2.	Represents short-term employee benefits, including director’s fees paid to the Group’s independent directors, and salaries paid and payable to the PLP CEO, PMC Chair and PLP EVP, SVPs, VP and Chief of Staff. The SVP Engineering is employed by the Group through a wholly-owned US subsidiary of HDSI ("HDUS"). The Group reimburses HDUS for costs incurred.
	3.	In 2019, incentive bonuses were paid to the CFO, EVP, Environment and Sustainability, VP, Corporate Communications, SVP, Engineering, VP, Permitting, and to the Company Secretary. In 2018, incentive bonuses were paid to the the SVP, Environment and Sustainability, VP, Corporate Communications and VP, Permitting.
	4.	Includes cost of RSUs and share purchase options issued and / or vesting during the respective periods.

 

RSUs

 

During the six months ended June 30, 2019, the Group settled vested KMP RSUs by issuing 85,294 common shares (2018 – nil) (note 6(f)).

 

Options

 

During the six months ended June 30, 2019, 125,000 KMP incentive options with an exercise price of $0.49 per option and an expiry date of July 11, 2021, were exercised at a weighted average market price on exercise of $0.87 for proceeds to the Group of $61. No KMP options were exercised in the corresponding period of 2018.

 

(b)

Transactions and Balances with other Related Parties

 

HDSI is a private company that provides geological, engineering, environmental, corporate development, financial, administrative and management services to the Group and its subsidiaries at annually set rates pursuant to a management services agreement. The annually set rates also include a component of overhead costs such as office rent, information technology services and general administrative support services. HDSI also incurs third party costs on behalf of the Group, which are reimbursed by the Group at cost. Several directors and other key management personnel of HDSI, who are close business associates, are also key management personnel of the Group.

 

For the three and six months ended June 30, 2019, and 2018, the aggregate value of transactions were as follows:

 

	Three months		Six months
	2019	2018	2019	2018
Services rendered by HDSI:
Technical	$               467	$               568	$           1,183	$            1,465
Engineering	225	246	594	622
Environmental	99	129	270	386
Socioeconomic	124	99	239	246
Other technical services	19	94	80	211
General and administrative	670	711	1,494	1,483
Management, corporate communications, secretarial, financial and administration	561	549	1,220	1,137
Shareholder communication	109	162	274	346
Total	$           1,137	$            1,279	$          2,677	$            2,948

 

Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2019 and 2018

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, except per share or option)

 

	Three months		Six months
	2019	2018	2019	2018

Reimbursement of third party expenses
Conferences and travel	$                 76	$               171	$               142	$                270
Insurance	51	–	51	50
Office supplies and information technology	114	74	210	152
Total	$              241	$                245	$               403	$                472
Total value of transactions	$          1,378	$            1,524	$           3,080	$             3,420

 

9.

TRADE AND OTHER PAYABLES

 

	June 30	December 31
	2019	2018
Falling due within the year
Trade 1	$         15,554	$           5,935
Lease liabilities 2	334	–
Total	$         15,888	$           5,935
Non-current liabilities
Trade 1	$                     –	$           7,194
Lease liabilities 2	1,039	–
Total	$           1,039	$           7,194

 

Notes:

 

	1.	At June 30, 2019, the amount includes legal fees due to legal counsel of US$5,274, due January 31, 2020, and US$635 payable on completion of a partnering transaction. The former was included in non-current liabilities at December 31, 2018.
	2.	Lease liabilities relate to lease of offices, site hangers, yard storage and one vehicle, which have remaining lease terms of ten to 131 months and interest rates of 7.5% – 10.5% over the term of the leases. During the six months ended June 30, 2019, the Group recognized $54 in interest expense on lease liabilities.

 

The following table provides the schedule of undiscounted lease liabilities as at June 30, 2019:

 

	Total
Less than one year	$               453
One to five years	986
Later than 5 years	389
Total undiscounted lease liabilities	$            1,828

 

 

Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2019 and 2018

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, except per share or option)

 

10.

BASIC AND DILUTED LOSS PER SHARE

 

The calculation of basic and diluted loss per share for the three and six months ended June 30, 2019 and 2018 was based on the following:

 

	Three months		Six months
	2019	2018	2019	2018
Loss (income) attributable to shareholders	$    18,274	$     (29,579)	$    34,485	$     (18,487)
(000s)
Basic weighted average number of shares outstanding	346,717	312,062	336,858	311,040
Effect of dilutive securities 1, 2	–	14,765	–	21,498
Diluted weighted average number of shares outstanding	346,717	326,827	336,858	332,538

 

Notes to previous table:

 

1.

For the three and six months ended June 30, 2019, basic and diluted loss per share does not include the effect of 20,167,032 employee share purchase options outstanding, 31,456,665 non-employee share purchase options and warrants, 458,129 DSUs and 35,877 RSUs, as they are anti-dilutive.

2.

For the three and six months ended June 30, 2018, dilutive securities related to in-the-money outstanding options, warrants and RSUs.

 

11.

EMPLOYMENT COSTS

 

During the three and six months ended June 30, 2019, the Group recorded $3,285 (2018 – $3,759) and $7,013 (2018 – $7,798) in salaries and benefits, including share-based payments of $663 (2018 – $873) and $1,366 (2018 - $1,709) and amounts paid to HDSI for services provided to the Group by HDSI personnel (note 9(b)).

 

12.

NON-REFUNDABLE EARLY OPTION PRICE INSTALLMENT

 

In December 2017, the Group and First Quantum Minerals Ltd. ("First Quantum") (the "parties") entered into a framework agreement which contemplated that an affiliate of First Quantum would execute an option agreement to earn a 50% interest in the Pebble Partnership and received a non-refundable early option payment of US$37,500 ($48,751) ("non-refundable early option price installment") which was to be applied solely for the purpose of progressing with permitting of the Pebble Project.

 

In May 2018, the framework agreement was terminated, as the parties were unable to reach an agreement on the option and partnership transaction as contemplated therein. Accordingly, the Group recorded the non-refundable early option price installment as income in the statement of comprehensive loss (income).

 

13.

FINANCIAL RISK MANAGEMENT

 

The Group is exposed in varying degrees to a variety of financial instrument related risks. The Board approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

 

 

Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2019 and 2018

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, except per share or option)

 

(a)

Credit Risk

 

Credit risk is the risk of potential loss to the Group if a counterparty to a financial instrument fails to meet its contractual obligations. The Group’s credit risk is primarily attributable to its liquid financial assets, including cash and cash equivalents, restricted cash and amounts receivable. The Group limits the exposure to credit risk by only investing its cash and cash equivalents and restricted cash with high-credit quality financial institutions in business and saving accounts, guaranteed investment certificates, in government treasury bills, low risk corporate bonds and money market funds which are available on demand by the Group when required. Amounts receivable (note 4) exclude receivable balances with government agencies and refundable deposits. The Group’s maximum exposure at the following reported dates was:

 

	June 30	December 31
Exposure	2019	2018
Amounts receivable	$               148	$               769
Restricted cash	805	830
Cash and cash equivalents	10,398	14,872
Total exposure	$         11,351	$         16,471

 

(b)

Liquidity Risk

 

Liquidity risk is the risk that the Group will not be able to meet its financial obligations when they become due. The Group ensures, as far as reasonably possible, it will have sufficient capital in order to meet short to medium term business requirements, after taking into account cash flows from operations and the Group’s holdings of cash and cash equivalents and restricted cash, where applicable. The Group however, has noted material uncertainty that raises substantial doubt about the Group’s ability to continue as a going concern (note 1). The Group’s cash and cash equivalents at the reporting date were invested in business and savings accounts (note 5(a)).

 

The Group’s financial liabilities are comprised of current trade and other payables (note 9) and payables to related parties (note 8), which are due for payment within 12 months from the reporting date, and non-current trade payables, which are due for payment more than 12 months from the reporting date. The carrying amounts of the Group’s financial liabilities represent the Group’s contractual obligations.

 

(c)

Foreign Exchange Risk

 

The Company is subject to both currency transaction risk and currency translation risk: the Pebble Partnership, Pebble Services Inc. and U5 Resources Inc. have the US dollar as functional currency, and certain of the Company’s corporate expenses are incurred in US dollars. The operating results and financial position of the Group are reported in Canadian dollars in the Group’s consolidated financial statements. As a result, the fluctuation of the US dollar in relation to the Canadian dollar will have an impact upon the losses incurred by the Group as well as the value of the Group’s assets and the amount of shareholders’ equity. The Group has not entered into any agreements or purchased any instruments to hedge possible currency risks.

 

 

Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2019 and 2018

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, except per share or option)

 

The exposure of the Group's US dollar-denominated financial assets and liabilities to foreign exchange risk at the following reported dates was:

 

	June 30	December 31
	2019	2018
Financial assets:
Amounts receivable	$                282	$               627
Cash and cash equivalents and restricted cash	8,418	10,523
	8,700	11,150
Financial liabilities:
Non-current trade payables	(1,033)	(7,194)
Warrant liabilities	(84)	–
Current trade and other payables	(15,569)	(5,834)
Payables to related parties	(79)	(146)
	(16,765)	(13,174)
Net financial liabilities exposed to foreign currency risk	$          (8,065)	$         (2,024)

 

Based on the above net exposures and assuming that all other variables remain constant, a 10% change in the value of the Canadian dollar relative to the US dollar would result in a gain or loss of $807 (2018 – $202) in the period. This sensitivity analysis includes only outstanding foreign currency denominated monetary items.

 

(d)

Interest Rate Risk

 

The Group is subject to interest rate cash flow risk with respect to its investments in cash and cash equivalents. The Group’s policy is to invest cash at fixed rates of interest and cash reserves are to be maintained in cash and cash equivalents or short-term low risk investments in order to maintain liquidity, while achieving a satisfactory return for shareholders. Fluctuations in interest rates when cash and cash equivalents mature impact interest income earned.

 

Assuming that all other variables remain constant, a 100 basis points change representing a 1% increase or decrease in interest rates would have resulted in a decrease or increase in loss of $63 (2018 – $173).

 

(e)

Capital Management

 

The Group's policy is to maintain a strong capital base to maintain investor and creditor confidence and to sustain future development of the business. The capital structure of the Group consists of equity, comprising share capital and reserves, net of accumulated deficit. There were no changes in the Group's approach to capital management during the period. The Group is not subject to any externally imposed capital requirements.

 

(f)

Fair Value

 

The fair value of the Group’s financial assets and liabilities approximates the carrying amount.

 

14.

COMMITMENTS AND CONTINGENCIES

 

(a)

Legal Proceedings

 

On February 14, 2017, short seller investment firm Kerrisdale Capital Management LLC published a negative piece (the "Kerrisdale Report") regarding the Pebble Project. Three putative shareholder class actions were filed against the Company and certain of its current officers and directors in US federal courts, specifically the Central District of California (Los Angeles) and the Southern District of New York (New York City). The cases are captioned: Diaz v. Northern Dynasty Minerals Ltd. et al, Case No. 17-cv-01241 (C.D. Cal.), Kirwin v. Northern Dynasty Minerals Ltd. et al, Case No. 17-cv-01238 (S.D.N.Y.) and Schubert v. Northern Dynasty Minerals, Ltd., et al., Case No. 1:17-CV-02437 (S.D.N.Y.). The complaints relied on the claims made in the Kerrisdale Report and alleged damages to a class of investors who purchased shares of the Company prior to the publication of the Kerrisdale Report and allege liability for losses pursuant to Section 10(b) of the Exchange Act of 1934 and SEC Rule 10b-5 thereunder, as well as control person liability against the individual defendants pursuant to Section 20(a) of the Exchange Act.

 

 

Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2019 and 2018

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, except per share or option)

 

The plaintiffs in both the Kirwin and Schubert actions voluntarily dismissed their claims without prejudice. The plaintiffs in the Diaz action continued to litigate and filed an amended complaint. The Company filed a motion to dismiss the amended complaint in the Diaz action, which the plaintiffs opposed. On April 3, 2018, the United States District Court for the Central District of California dismissed the plaintiffs’ amended complaint in full, noting that its reliance on the sources in the Kerrisdale Report was an insufficient basis to allege securities fraud. The court allowed the plaintiffs an opportunity to amend their complaint, which they did in June 2018. The Company again moved to dismiss the new complaint, and briefing on the motion concluded in November 2018.

 

On February 22, 2019, the United States District Court for the Central District of California again dismissed all of the securities class action claims brought against the Company and certain of its officers and directors in the Diaz action, this time without leave to amend. The Court ruled in favor of the Company and its officers and directors on all claims and ordered the case closed.

 

In March 2019, the Diaz plaintiffs filed a notice of an appeal of the district court’s dismissal order, and their appeal was filed with the Ninth Circuit Court of Appeals in June. The Company will file its response in August. Given the nature of the claims on appeal, it is not currently possible for us to predict the outcome nor practical to determine their possible financial effect until their ultimate resolution. The Company intends to continue defending itself vigorously in this matter.

 

(b)

Short-term lease commitments

 

The Group had short-term lease commitments of less than a year relating to property leases totaling $158 as of January 1, 2019. During the six months ended June 30, 2019, the Group incurred short-term lease commitments of $206 and expensed $129. As of June 30, 2019, the remaining short-term lease commitments total $228. These leases have fixed monthly payments for the remaining term.

 

 

Northern Dynasty Minerals Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and six months ended June 30, 2019 and 2018

(Unaudited - Expressed in thousands of Canadian Dollars, unless otherwise stated, except per share or option)

 

15.

EVENTS AFTER THE REPORTING DATE

 

(a)

Bought deal

 

On August 9, 2019, the Group announced a bought deal offering of 13,333,334 common shares at a price of US$0.75 per common share (the "Issue Price") for aggregate gross proceeds of approximately US$10,000 (the "Offering").

 

In addition, the Group has agreed to grant to the underwriters an over-allotment option (the "Over-Allotment Option") exercisable, in whole or in part, in the sole discretion of the underwriters to purchase up to an additional 2,000,000 common shares at the Issue Price for a period of up to 30 days after the closing of the Offering for total potential gross proceeds to the Group of up to approximately US$11,500.

 

The Company has agreed to pay the underwriters a cash commission equal to 6.0% of the gross proceeds of the Offering, including proceeds received from the exercise of the Over-Allotment Option, at the closing of the Offering.

 

(b)

Concurrent private placement

 

On August 9, 2019, the Group also announced it is proposing to undertake a non-brokered private placement to investors outside of the United States of up to 2,866,667 common shares at the Issue Price for gross proceeds to the Group of up to US$2,150 (the "Concurrent Private Placement"). No commission or finder’s fee is payable to the underwriters in the Offering in connection with the Concurrent Private Placement. The common shares issued pursuant to the Concurrent Private Placement will be subject to applicable resale restrictions, including a four month hold period under Canadian securities legislation.

 

 

 

MANAGEMENT'S DISCUSSION AND ANALYSIS

 

THREE AND SIX MONTHS ENDED JUNE 30, 2019

 

 

Northern Dynasty Minerals Ltd.
Management's Discussion And Analysis
Three and Six months ended June 30, 2019

 

Table of Contents

 

1.1	Date			3
1.2	Overview			5
	1.2.1	Pebble Project		7
		1.2.1.1	Project Background and Status	7
		1.2.1.2	Current Technical Programs	10
	1.2.2	Legal Matters		12
	1.2.3	Financings		12
	1.2.4	Market Trends		14
1.3	Selected Annual Information			16
1.4	Summary and Discussion of Quarterly Results			16
1.5	Results of Operations			17
1.6	Liquidity			18
1.7	Capital Resources			19
1.8	Off-Balance Sheet Arrangements			20
1.9	Transactions with Related Parties			20
1.10	Fourth Quarter			21
1.11	Proposed Transactions			21
1.12	Critical Accounting Estimates			21
1.13	Changes in Accounting Policies including Initial Adoption			21
1.14	Financial Instruments and Other Instruments			21
1.15	Other MD&A Requirements			23
	1.15.1	Disclosure of Outstanding Share Data		23
	1.15.2	Disclosure Controls and Procedures		24
	1.15.3	Management’s Report on Internal Control over Financial Reporting ("ICFR")		24
	1.15.4	Limitations of Controls and Procedures		24
	1.15.5	Risk Factors		25

 

 

Northern Dynasty Minerals Ltd.
Management's Discussion And Analysis
Three and Six months ended June 30, 2019

 

1.1       Date

 

This Management’s Discussion and Analysis ("MD&A") should be read in conjunction with the unaudited consolidated interim financial statements (the "Interim Financial Statements") of Northern Dynasty Minerals Ltd. ("Northern Dynasty" or the "Company") for the three and six months ended June 30, 2019, and the Company’s audited consolidated financial Statements for the year ended December 31, 2018 (the "2018 Financial Statements") and the annual MD&A for the same period, as publicly filed under the Company’s profile on SEDAR at www.sedar.com.

 

The Company reports in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee (together, "IFRS"). The following disclosure and associated Financial Statements are presented in accordance with IFRS. This MD&A is prepared as of August 12, 2019.

 

All dollar amounts herein are expressed in thousands of Canadian dollars, unless otherwise specified.

 

 

Northern Dynasty Minerals Ltd.
Management's Discussion And Analysis
Three and Six months ended June 30, 2019

 

 

 

 

Northern Dynasty Minerals Ltd.
Management's Discussion And Analysis
Three and Six months ended June 30, 2019

 

In addition, inferred resources have a great amount of uncertainty as to their existence, and economic and legal feasibility. It cannot be assumed that all or any part of an inferred resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred resources may not form the basis of feasibility or pre-feasibility studies, or economic studies except for a Preliminary Economic Assessment as defined under 43-101. Investors are cautioned not to assume that all or part of an inferred resource exists, or is economically or legally mineable.

 

1.2       Overview

 

Northern Dynasty is a mineral exploration company which, through its wholly-owned Alaskan registered limited partnership, the Pebble Limited Partnership (the "Pebble Partnership"), holds a 100% interest in mining claims that are part of or in the vicinity of the Pebble Copper-Gold-Molybdenum-Silver Project (the "Pebble Project" or "Pebble") in southwest Alaska, USA ("US"). The Company’s business in Alaska is operated through the Pebble Partnership.

 

The Pebble Project is an initiative to develop one of the world’s most important mineral resources. The current estimate of these mineral resources¹ at a 0.30% copper equivalent cut-off grade comprise:

·

6.5 billion tonnes in the combined Measured and Indicated2 categories at a grade of 0.40% copper, 0.34 g/t gold, 240 ppm molybdenum and 1.7 g/t silver, containing 57 billion pounds of copper, 71  million ounces of gold, 3.4 billion pounds of molybdenum and 345 million ounces of silver; and

·

4.5 billion tonnes in the Inferred category at a grade of 0.25% copper, 0.25 g/t gold, 226 ppm molybdenum and 1.2 g/t silver, containing 25 billion pounds of copper, 36 million ounces of gold, 2.2  billion pounds of molybdenum and 170 million ounces of silver.

The Company and the Pebble Partnership submitted a 404 wetlands permit application under the Clean Water Act ("CWA") for the Pebble Project to the United States Army Corps of Engineers ("USACE") on December 22, 2017, initiating federal permitting under the National Environmental Policy Act ("NEPA"). The process involves the development of an environmental impact statement ("EIS"). Accordingly, many of the activities of the Company and, in particular, the Pebble Partnership since that time have focused on providing information to support progress of the EIS process under NEPA. Other key activities include engagement and consultation with stakeholders to reposition the Pebble Project and develop access and other stakeholder agreements, and discussions directed toward securing a partner with which to advance the overall development of the project.

 

 

¹ Mineral resources at December 2017 as estimated by David Gaunt, PGeo., a qualified person who is not independent of Northern Dynasty. The resource estimate is constrained by a conceptual pit that was developed using a Lerchs-Grossman algorithm using metal prices (USD) of $1,540/oz for gold, $3.63/lb for copper, $12.36/lb for molybdenum and $20/oz for silver. A 0.30% copper equivalent ("CuEQ") cut-off is considered to be comparable to those used for porphyry deposit open pit mining operations in the Americas. CuEQ calculations use metal prices (USD) of $1.85/lb for copper, $902/oz for gold and $12.50/lb for molybdenum, and recoveries of 85% for copper 69.6% for gold, and 77.8% for molybdenum in the Pebble West zone and 89.3% for copper, 76.8% for gold, and 83.7% for molybdenum in the Pebble East zone. Contained metal values are based on 100% recoveries. All mineral resource estimates, cut-offs and metallurgical recoveries are subject to change as a consequence of more detailed analyses that would be required in pre-feasibility and feasibility studies. For additional details, see the Company’s 2018 Annual Information Form and 2018 Technical Report, both of which are filed under Northern Dynasty’s profile at www.sedar.com.

² Measured and Indicated Resources include 0.527 billion tonnes in the Measured category at a grade of 0.33% copper, 0.35 g/t gold, 178 ppm molybdenum and 1.7 g/t silver, and 5.929 billion tonnes in the Indicated category at a grade of 0.41% copper, 0.34 g/t gold, 246 ppm molybdenum and 1.7 g/t silver.

 

 

Northern Dynasty Minerals Ltd.
Management's Discussion And Analysis
Three and Six months ended June 30, 2019

 

The USACE accepted the 404 wetlands permit application for the Pebble Project as complete in January 2018, and selected AECOM, a leading global engineering firm, as third-party contractor for the EIS process in February 2018. In mid-March, USACE published guidelines and timelines for completing NEPA permitting and the associated EIS process.

 

The EIS process for Pebble has progressed as forecast in the USACE timeline, with USACE advancing through the scoping process in 2018 and delivering the Draft EIS in the first quarter of 2019.

 

The Draft EIS shows:

 

·

the Pebble application to be complete, with no substantive data gaps;

·

there were no new environmental issues identified; and

·

there were no impacts identified that cannot be mitigated.

 

As part of the EIS preparation process, USACE is undertaking a comprehensive alternatives assessment to consider a broad range of development alternatives. No preferred alternative was identified in the Draft EIS, which allows USACE to incorporate public input on various alternatives presented in the Draft EIS during the public review process. Northern Dynasty, through Pebble Partnership, also continues to advance engineering studies. Northern Dynasty cautions that the current Project Description may not be the ultimate development plan for the Pebble Project and that a final project design has not been selected.

 

A public comment period on the Draft EIS was initiated by USACE in March and was ongoing throughout the quarter. Public hearings were undertaken in nine Alaska communities, including seven in the Bristol Bay region as well as Homer and Anchorage. The comment period closed subsequent to quarter-end on July 2, 2019.

 

The USACE has forecast completion of the Final EIS for the Pebble Project in 2020 (see https://pebbleprojecteis.com/schedule).

 

On July 30, 2019, the US Environmental Protection Agency ("EPA") announced that it had taken action to withdraw a Proposed Determination initiated by the Obama Administration in 2014 under the CWA in an unprecedented attempt to pre-emptively veto the Pebble Project before it received an objective, scientific regulatory review under NEPA. The EPA agreed to initiate a process to propose to withdraw its Proposed Determination as part of the May 2017 joint settlement agreement with the Pebble Partnership that allowed the Pebble Project to proceed into normal course permitting under the CWA and NEPA. Originally initiated in July 2017, the process was suspended by former EPA Administrator Scott Pruitt in January 2018. The process was re-initiated in late June 2019, leading to the withdrawal of the Proposed Determination in July.

 

From 2001, when Northern Dynasty’s involvement at the Pebble Project began, to June 30, 2019, a total of $914 million (US$834 million) has been invested to advance the project.³

 

 

³ Of this, approximately $595 million (US$573 million) was provided by a wholly-owned subsidiary of Anglo American plc, which participated in the Pebble Partnership from 2007 to 2013, and the remainder was financed by Northern Dynasty. A major part of the 2007-2013 expenditures were on exploration, resource estimation, environmental data collection and technical studies, with a significant portion spent on engineering of possible mine development models, as well as related infrastructure, power and transportation systems. The mine-site and infrastructure studies completed are not necessarily representative of management’s current understanding of the most likely development scenario for the Project, and accordingly, Northern Dynasty is uncertain whether it can realize significant value from this prior work. Environmental baseline studies and data, as well as geological and exploration information, remain important information available to the Company to advance the Project.

 

 

Northern Dynasty Minerals Ltd.
Management's Discussion And Analysis
Three and Six months ended June 30, 2019

 

Corporate

 

As at June 30, 2019, the Company had $10.4 million in cash and cash equivalents available for its operating requirements. The Company has prioritized the allocation of the available financial resources in order to meet key corporate and Pebble Project expenditure requirements in the near term. In August 2019, the Company announced a US$10.0 million bought deal offering and a concurrent private placement for gross proceeds of up to US$2.15 million (refer 1.2.3 Financings). Although the Company will continue to seek financing as necessary to advance its programs, there can be no assurances that it will be successful in obtaining additional financing. If the Company is unable to raise the necessary capital resources to meet obligations as they come due, the Company will at some point have to reduce or curtail its operations.

 

1.2.1       Pebble Project

 

The Pebble property ("Pebble") is located in southwest Alaska, approximately 17 miles from the villages of Iliamna and Newhalen, and approximately 200 miles southwest of the city of Anchorage. Situated in an area of rolling hills approximately 1,000 feet above sea-level and 60 miles from tidewater on Cook Inlet, the site conditions are favorable for successful mine site and infrastructure development.

 

1.2.1.1       Project Background and Status

 

The Pebble deposit was discovered in 1987 by a prior operator, which by 1997 had developed an initial outline of the deposit.

 

Northern Dynasty acquired the right to earn an interest in Pebble in 2001. Exploration since that time has led to significant expansion of the mineral resources in the Pebble deposit, including a substantial volume of higher grade mineralization in its eastern part. The deposit also remains open to further expansion at depth and to the east. A number of other occurrences of copper, gold and molybdenum were also identified along the extensive northeast-trending mineralized system that underlies the property. The potential of these earlier-stage prospects has not yet been fully explored.

 

Comprehensive deposit delineation, environmental, socioeconomic and engineering studies of the Pebble deposit began in 2004. A Preliminary Assessment of the Pebble Project was completed in 2011, which provided insights into the size and scale of project that the Pebble resource might support. The Pebble Partnership continued to undertake detailed engineering, environmental and socioeconomic studies over the next two years.

 

In February 2014, the EPA announced a pre-emptive regulatory action under the CWA to consider restriction or a prohibition of mining activities associated with the Pebble deposit. From 2014-2017, Northern Dynasty and the Pebble Partnership focused on a multi-dimensional strategy, including legal and other initiatives to ward off this action. These efforts were successful, resulting in the joint settlement agreement announced on May 12, 2017, enabling the project to move forward with state and federal permitting. Also as part of the joint settlement agreement, the EPA agreed to initate a process to propose to withdraw the Proposed Determination. As further described in the Overview above, the Proposed Determination was withdrawn in July 2019.

 

 

Northern Dynasty Minerals Ltd.
Management's Discussion And Analysis
Three and Six months ended June 30, 2019

 

Permitting

 

In the latter part of 2017, a project design based on a smaller mine concept was developed for the Pebble Project, as described in the Project Description which is part of the application for a CWA 404 permit. The CWA 404 permit application was submitted to the USACE on December 22, 2017, initiating federal permitting for the Pebble Project under NEPA. From April to August 2018, the Pebble Project was advanced through the Scoping Phase (including a public comment period) of the EIS process, with the resulting Scoping Document released by USACE on August 31, 2018. USACE released the Draft EIS on February 20, 2019.

 

The Draft EIS envisages the project developed as an open pit mine and processing facility with supporting infrastructure, a significantly smaller development footprint than previously envisaged, and other additional environmental safeguards as described in the Project Description. It assesses the access route described in the Project Description as well as other alternatives.

 

The Project Description proposes that the Pebble deposit would be developed as a 180,000-ton per day open pit mine with associated on and off-site infrastructure. The infrastructure includes a 270-megawatt power plant located at the mine site; an 83-mile transportation corridor from the mine site to a port site on the west side of Cook Inlet that includes an 18-mile crossing of Iliamna Lake made by an ice-breaking ferry; a permanent, year-round port facility near the mouth of Amakdedori Creek on Cook Inlet; and a 188-mile natural gas pipeline from the Kenai Peninsula to the Project site. Following four years of construction activity, the proposed Pebble mine will operate for a period of 20 years as a conventional drill-blast-shovel operation. The mining rate will average 70 million tons per year, with 66 million tons of mineralized material going through the mill each year (180,000 tons per day, a total of 1.3 billion tons), with a low life-of-mine waste to ore ratio of 0.12:1. Forecast annual production would be approximately 613,000 tons of copper-gold concentrate containing approximately 318 million lb copper, 362,000 oz gold and 1.8 million oz of silver; and approximately 15,000 tons of molybdenum concentrate containing approximately 14 million lb of molybdenum.

 

In response to stakeholder concerns, the footprint of the proposed development in the updated Project Description is substantially smaller than previously envisaged. The current mine plan proposal consolidates most major site infrastructure in a single drainage, and includes other new environmental safeguards:

·

a more conservative Tailings Storage Facility ("TSF") design, including enhanced buttresses, flatter slope angles and an improved factor of safety;

·

separation of potentially acid generating ("PAG") tailings from non-PAG bulk tailings for storage in a fully-lined TSF;

·

co-storage of PAG waste rock within the PAG TSF and transfer of the PAG tailings and waste rock to the open pit at closure;

·

no permanent waste rock piles; and

·

no cyanide usage.

The USACE is conducting a comprehensive alternatives assessment to consider a broad range of alternatives as part of its preparation of the EIS. As a result, the Company cautions that the plan described above may not be the final development plan. A final development design has not yet been selected. The proposed project uses a portion of the currently estimated Pebble mineral resources. This does not preclude development of additional resources in other phases of the project in the future, although any subsequent phases of development would require extensive regulatory and permitting review by federal, state and local regulatory agencies, including a comprehensive EIS review process under NEPA.

 

 

Northern Dynasty Minerals Ltd.
Management's Discussion And Analysis
Three and Six months ended June 30, 2019

 

Right-of-Way Agreements

 

An active program of engagement and consultation with stakeholders in the area of the Pebble Project is carried out by the Pebble Partnership in parallel with its technical work, and includes discussions to secure stakeholder agreements to support the project’s development. Right-of-way agreements established to date are described below. The Pebble Partnership continues to advance discussions with other Alaska Native village corporations with land holdings proximal to the Pebble site toward the conclusion of similar agreements.

 

Agreement with Alaska Peninsula Corporation

 

In November 2018, the Pebble Partnership finalized a Right-of-Way Agreement with Alaska Peninsula Corporation ("APC"), securing the right to use defined portions of APC lands for the construction and operation of transportation infrastructure associated with the Pebble Project. APC is an Alaska Native village corporation with extensive land holdings proximal to the Pebble site.

 

The Right-of-Way Agreement secures access to the Pebble Project site for construction and operation of the proposed mine and represents a significant milestone in the developing relationship between Pebble and the Alaska Native people of the region. The APC lands addressed in the Right-of-Way Agreement mirror the transportation corridor identified in the Project Description as submitted to the USACE to initiate the federal EIS permitting process and was also identified by USACE as a potential transportation corridor in the recently released Draft EIS. It includes land south of Lake Iliamna to link a port site on Cook Inlet to a ferry landing site west of the APC village of Kohkanok, as well as land north of Lake Iliamna to link a ferry landing site west of the APC village of Newhalen to the site of the proposed Pebble mine.

 

The agreement includes the following provisions:

 

•

The Pebble Partnership will make annual toll payments to APC, and pay other fees prior to and during project construction and operation;

•

APC will be granted ‘Preferred Contractor’ status at Pebble, which provides a preferential opportunity to bid on Pebble-related contracts located on APC lands; and

•

The two parties have agreed to negotiate a profit sharing agreement that will ensure APC and its shareholders benefit directly from the profits generated by mining activity in the region.

 

Additionally, transportation and other infrastructure for a mine at Pebble is expected to benefit APC, its shareholders and villages through access to lower cost power, equipment and supplies, as well as enhanced economic activity in the region. Spur roads connecting to the villages of Newhalen and Kokhanok will allow local residents to access jobs at the Pebble mine site, port site and ferry landing sites.

 

Agreement with Iliamna Natives Limited

 

In May 2019, the Pebble Partnership finalized a Right-of-Way Agreement with Iliamna Natives Limited ("INL"), securing the right to use defined portions of INL lands for the construction and operation of transportation infrastructure associated with the Pebble Project.

 

The INL lands addressed in the Right-of-Way Agreement reflect one of the transportation corridors identified in the Draft EIS. Specifically, it includes a ferry landing site east of the village of Iliamna at Eagle Bay, as well as road and pipeline corridors and associated material borrow sites to link the Pebble mine site to the Iliamna airport, and to the Eagle Bay ferry landing site.

 

To secure its right to use defined portions of INL land for the construction and operation of transportation infrastructure, the Pebble Partnership will make annual toll payments to INL, and pay other fees prior to and during project construction and operations. In addition, INL will be granted ‘Preferred Contractor’ status at Pebble, which provides a preferential opportunity to bid on Pebble-related contracts located on INL lands.

 

 

Northern Dynasty Minerals Ltd.
Management's Discussion And Analysis
Three and Six months ended June 30, 2019

 

The Pebble Partnership transportation infrastructure is expected to benefit INL, its shareholders and local residents of Iliamna through access to lower costs for power, equipment and supplies, as well as enhanced economic activity in the region. Roads connecting to the villages of Iliamna and Newhalen will allow local residents to access jobs at the Pebble mine site and associated infrastructure sites.

 

The two parties have also agreed to negotiate a profit sharing agreement that will ensure INL and its shareholders benefit directly from the profits generated by mining activity in the region.

 

1.2.1.2       Current Technical Programs

 

Technical programs at Pebble in 2019 are mainly focused on planning and deploying site investigations related to supporting the EIS process and the natural gas pipeline right-of-way application. During the quarter, the technical team was engaged in a review of the Draft EIS, in preparation to submit comments to USACE on the draft document. Further, the team continued to respond to requests for information related to the EIS process; most recently, during the public review period of the Draft EIS.

 

Engineering

 

The engineering site activities are focused on advancing the EIS and federal permitting process. Activities in the second quarter of 2019 included planning for the field programs and continuing support for the EIS process. The latter included a review and submission of comments on the Draft EIS.

 

The largest program planned is a marine survey of the pipeline route, consisting of geophysical and geotechnical surveys to provide data required by federal regulators to support the application for the natural gas pipeline right-of-way and port construction. The marine portion of this work was completed during the second quarter. Similar work will be undertaken on Lake Iliamna for the pipeline and ferry landings.

 

A major review of the groundwater model was advanced early in 2019. Geotechnical drilling and pump tests are planned to begin in the third quarter at the proposed mine site to confirm groundwater characteristics.

 

Environmental and Socioeconomic

 

Environmental Baseline Document and Supplemental Environmental Baseline Document

 

The 27,000-page Environmental Baseline Document ("EBD") for the Pebble Project was released to the public in January 2012. The purpose of the EBD and Supplemental EBD (see further details below) is to provide the public, regulatory agencies and the Pebble Partnership with a detailed compendium of pre-development environmental and socioeconomic conditions in the project area. The EBD is based on extensive environmental baseline data that has been collected since 2004 with the goal to design and plan a project that protects clean water, healthy fish and wildlife populations, and other natural resources in the region. The work involved more than 40 respected independent research firms, utilizing over 100 scientific experts and engineering groups, laboratories and support services. Researchers were selected for their specific areas of expertise and Alaskan experience, with cooperating government agencies participating in several studies. Information for the EBD was gathered through field studies, laboratory tests, review of government records and other third-party sources, and interviews with Alaska residents.

 

 

Northern Dynasty Minerals Ltd.
Management's Discussion And Analysis
Three and Six months ended June 30, 2019

 

The 2012 EBD, available at http://pebbleresearch.com/, characterizes a broad range of environmental and social conditions in southwest Alaska – including climate, water quality, wetlands, fish and aquatic habitat, wildlife, land and water use, socioeconomics and subsistence activities during the period 2004-2008 and from some disciplines in 2009. Data from the 2009-2013 period was compiled as part of the 2017 program into the Supplemental EBD (2009 to 2013), and transmitted to USACE. The full EBD is available on the USACE Pebble EIS website as well as all Supplemental EBD chapters that were substantively updated since the EBD. Meteorology, wetlands, aquatic resources, marine studies, wildlife and stream flow monitoring data collected in 2018 has also been provided to USACE.

 

Environmental site work for 2019 began in the second quarter, and includes ongoing environmental monitoring and collection of additional data to support the EIS process.

 

Community Engagement

 

Pebble Project technical programs are supported by stakeholder engagement activities in Alaska. The objective of stakeholder outreach programs undertaken by the Pebble Partnership are to:

•

advise residents of nearby communities and other regional interests about Pebble work programs and other activities being undertaken in the field;

•

provide information about the proposed development plan for the Pebble Project, including potential environmental, social and operational effects, proposed mitigation and environmental safeguards;

•

allow the Pebble Partnership to better understand and address stakeholder priorities and concerns with respect to development of the Pebble Project;

•

encourage stakeholder and public participation in the USACE-led EIS permitting process for Pebble; and

•

facilitate economic and other opportunities associated with advancement and development of the Pebble Project for local residents, communities and companies.

In addition to meeting with stakeholder groups and individuals, and providing project briefings in communities throughout Bristol Bay and the State of Alaska, the Pebble Partnership’s outreach and engagement program includes:

•

workforce and business development initiatives intended to enhance economic opportunities for regional residents and Alaska Native corporations;

•

initiatives to develop partnerships with Alaska Native corporations, commercial fishing interests and other in-region groups and individuals;

•

outreach to elected officials and political staff at the national, state and local levels;

•

outreach to third-party organizations and special interest groups with an interest in the Pebble Project, including business organizations, community groups, outdoor recreation interests, Alaska Native entities, commercial and sport fishery interests, conservation organizations, among others; and

•

meetings of the Pebble Project Advisory Committee, a group comprised of prominent Alaskan and national figures assembled in 2017 to provide independent, external advice on the Pebble Project as it advances into federal and state permitting.

Through these various stakeholder initiatives, the Company seeks to advance a science-based project design that is responsive to stakeholder priorities and concerns, provides meaningful benefits and opportunities to local residents, businesses and Alaska Native village corporations, and energizes the economy of Southwest Alaska.

 

 

Northern Dynasty Minerals Ltd.
Management's Discussion And Analysis
Three and Six months ended June 30, 2019

 

1.2.2       Legal Matters

 

On February 14, 2017, short seller investment firm Kerrisdale Capital Management LLC published a negative piece (the "Kerrisdale Report") regarding the Pebble Project.  Three putative shareholder class actions were later filed against the Company and certain of its current officers and directors in US federal courts, specifically the Central District of California (Los Angeles) and the Southern District of New York (New York City).  The cases were captioned: Diaz v. Northern Dynasty Minerals Ltd. et al, Case No. 17-cv-01241 (C.D. Cal.); Kirwin v. Northern Dynasty Minerals Ltd. et al, Case No. 17-cv-01238 (S.D.N.Y.); and Schubert v. Northern Dynasty Minerals, Ltd., et al., Case No. 1:17-CV-02437 (S.D.N.Y.).  The complaints relied on claims made in the Kerrisdale Report and alleged damages to a class of investors who purchased shares of the Company prior to the publication of the Kerrisdale Report and alleged liability for losses pursuant to Section 10(b) of the Exchange Act of 1934 and SEC Rule 10b-5 thereunder, as well as control person liability against the individual defendants pursuant to Section 20(a) of the Exchange Act.

 

The plaintiffs in both the Kirwin and Schubert actions voluntarily dismissed their claims without prejudice. The plaintiffs in the Diaz action continued to litigate and filed an amended complaint. The Company filed a motion to dismiss the amended complaint in the Diaz action, which the plaintiffs opposed. On April 30, 2018, the United District Court for the Central District of California granted the Company's motion and dismissed the plaintiffs’ amended complaint in full, noting that its reliance on the sources in the Kerrisdale Report was an insufficient basis to allege securities fraud. The court allowed the plaintiffs an opportunity to amend their complaint, which they did in June 2018. The Company again moved to dismiss the new complaint, and briefing on the motion concluded in November 2018.

 

On February 22, 2019, the United States District Court for the Central District of California again dismissed all of the securities class action claims brought against the Company and certain of its officers and directors in the Diaz action, this time without leave to amend. The Court ruled in favor of the Company and its officers and directors on all claims and ordered the case closed.

 

In March 2019, the Diaz plaintiffs filed a notice of an appeal of the district court's dismissal order, and their appeal was filed with the Ninth Circuit Court of Appeals in June. The Company will file its response in August, and intends to continue defending itself vigorously in this matter.

 

1.2.3       Financings

 

US$10.0 Million Bought Deal

 

On August 9, 2019, the Company announced that it has entered into an agreement for bought deal offering of 13,333,334 common shares of the Company at the price of US$0.75 per Offered Share (the "Issue Price") for aggregate gross proceeds of approximately US$10.0 million (the "Offering"). The offering was made through lead underwriter and sole bookrunner, Cantor Fitzgerald Canada Corporation, on behalf of itself and a syndicate of underwriters including BMO Capital Markets, H.C. Wainwright & Co., LLC. and TD Securities Inc. (collectively, the "Underwriters").

 

In addition, Northern Dynasty has agreed to grant to the Underwriters an over-allotment option (the "Over-Allotment Option") exercisable, in whole or in part, in the sole discretion of the Underwriters to purchase up to an additional 2,000,000 Offered Shares at the Issue Price for a period of up to 30 days after the closing of the Offering (expected to be August 14, 2019, subject certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange ("TSX") and the NYSE American, for potential gross proceeds to the Company of up to approximately US$11.5 million. The Company has agreed to pay the Underwriters a cash commission equal to 6.0% of the gross proceeds of the Offering, including proceeds received from the exercise of the Over-Allotment Option.

 

 

Northern Dynasty Minerals Ltd.
Management's Discussion And Analysis
Three and Six months ended June 30, 2019

 

US$2.15 Million Private Placement

 

On August 9, 2019, the Company also announced it is planning to complete a non-brokered private placement to investors outside of the United States of up to 2,866,665 common shares of the Company at the Issue Price for gross proceeds to the Company of up to US$2.15 million. Common shares issued pursuant to the private placement will be subject to applicable resale restrictions, including a four month hold period under Canadian securities legislation, and closing is subject to the approval of the TSX and the NYSE American.

 

US$1.5 Million Private Placement

 

In June 2019, the Company completed a non-brokered private placement of 3,660,000 common shares of the Company at US$0.41 per common share for gross proceeds of approximately US$1.5 million ($2.0 million). The shares are subject to applicable resale restrictions, including a four month hold period under Canadian securities legislation.

 

US$5.0 Million Bought Deal

 

In June 2019, the Company completed a bought deal offering of 12,200,000 common shares at US$0.41 per common share for gross proceeds of approximately US$5.0 million ($6.6 million). The offering was made through the Underwriters (as described under the US$8.0 Million Bought Deal above). The Underwriters were paid a 6% cash commission and received 244,000 non-transferable common share warrants, each warrant exercisable into one common share of the Company at an exercise price of US$0.41 per common share for a period of 12 months.

 

$3.2 Million Private Placement

 

In March 2019, the Company completed a non-brokered private placement of 3,769,476 common shares at a price of $0.86 (US$0.64) per share for gross proceeds of approximately $3.2 million (US$2.4 million). The shares are subject to applicable resale restrictions, including a four month and one day hold under Canadian securities legislation.

 

US$11.5 Million Bought Deal

 

In March 2019, the Company completed a bought deal offering of 17,968,750 common shares at US$0.64 per common share for gross proceeds of US$11.5 million ($15.3 million) which included the exercise of an over-allotment option of 2,343,750 common shares for additional gross proceeds of US$1.5 million ($2.0 million). The Underwriters (as described under the US$8.0 Million Bought Deal above) were paid a cash commission equal to 6% of the gross proceeds of the offering.

 

The bought deal offerings were each made by way of a prospectus supplement (the "Prospectus Supplement") to the Company’s existing Canadian base shelf prospectus (the "Base Shelf Prospectus") and related United States ("US") registration statement on Form F-10 (SEC File No. 333-229262) (the "Registration Statement"). The US form of the Base Shelf Prospectus is included in the Registration Statement.

 

 

Northern Dynasty Minerals Ltd.
Management's Discussion And Analysis
Three and Six months ended June 30, 2019

 

The proceeds from the above 2019 financings are anticipated to be used for (i) operational expenditures, including engineering, environmental, permitting and evaluation expenses associated with the Pebble Project and the advancement of completion of USACE’s EIS, (ii) enhanced outreach and engagement with political and regulatory offices in the Alaska state and US federal government, Alaska Native partners and broader regional and state-wide stakeholder groups, and (iii) general corporate purposes. It remains one of the Company’s goals to partner the Pebble Project.

 

$8.4 Million Special Warrant Financing

 

In December 2018, the Company completed a private placement of 10,150,322 special warrants (the "Special Warrants") at a price of $0.83 (US$0.62) per Special Warrant for aggregate gross proceeds of approximately $8.4 million (US$6.3 million). The Special Warrants converted into common shares on a one-for-one basis without payment of any additional consideration on February 19, 2019.

 

The net proceeds were used to pay the second installment of a success fee of US$5.3 million that was accrued in connection with the 2017 settlement of the Company’s legal proceedings against the EPA, and for working capital.

 

1.2.4       Market Trends

 

Copper prices were variable in 2015, and the average annual price decreased in 2016 and 2017. Prices were variable to improving in 2017 resulting in the average annual price increase. Prices were variable in early 2018, trended downward from June to August, then improved through the end of the year and into 2019. Prices have been variable to decreasing since that time. A recent closing price is US$2.60/lb.

 

Gold prices were variable in 2015, and the average annual prices decreased from the prior year. Prices trended upward for most of 2016 and were variable to increasing for most of 2017, but dropped late in the year. Prices rebounded in January 2018, and then were relatively stable for several months, until dropping in the third quarter. Prices have trended upward in 2019. A recent closing price is US$1,498/oz.

 

Molybdenum prices trended downward through the end of 2015. Prices were relatively flat in 2016, increased in 2017 and through most of 2018, and were steady from September to December 2018. Molybdenum prices have been slightly variable in 2019, with a recent closing price of US$11.88/lb.

 

Silver prices were variable and trended downward in 2015. Prices were variable to improving during most of 2016 and 2017. Prices declined in late 2017 but recovered in January 2018, and then were variable for the rest of the year, with a decrease in the average annual price in 2018. In 2019, prices were variable and have been increasing since June, with a recent closing price of US$17.00/oz.

 

 

Northern Dynasty Minerals Ltd.
Management's Discussion And Analysis
Three and Six months ended June 30, 2019

 

Average annual prices of copper, gold, molybdenum and silver for the past four years as well as the average prices so far in 2019 are shown in the table below:

 

Year	Average metal price 1,2
	Copper US$/lb	Gold US$/oz	Molybdenum US$/lb	Silver US$/oz
2015	2.49	1,160	6.73	15.68
2016	2.21	1,251	6.56	17.14
2017	3.22	1,272	7.26	16.49
2018	2.96	1,269	11.94	15.71
2019 (to August 9)	2.77	1,330	11.95	15.37

 

1.       Source for copper, gold and silver and molybdenum (2013-2017) is Argus Media at www.metalprices.com

LME Official Cash Price for copper and molybdenum (2013-2017)

LBMA PM Price for gold

London PM fix for silver

2.

Source for 2018, 2019 prices for molybdenum is Platts

 

 

Northern Dynasty Minerals Ltd.
Management's Discussion And Analysis
Three and Six months ended June 30, 2019

 

1.3       Selected Annual Information

 

Not required for an interim MD&A.

 

1.4       Summary and Discussion of Quarterly Results

 

All monetary amounts are expressed in thousands of dollars except per share amounts and where otherwise indicated. Minor differences are due to rounding.

 

Excerpts from Statements of Comprehensive Loss (Income)	Jun 30  2019	Mar 31  2019	Dec 31  2018	Sep 30 2018	Jun 30  2018	Mar 31  2018	Dec 31  2017	Sep 30 2017
Expenses
Exploration and evaluation	$14,701	$12,050	$ 9,114	$16,847	$ 16,727	$ 7,721	$ 7,078	$  9,807
General and administrative	2,171	2,349	2,470	1,909	1,992	2,281	2,099	1,980
Legal, accounting and audit	790	891	1,074	697	1	647	1,351	1,475
Share-based compensation	662	704	741	2,284	873	836	1,319	3,474
Non-refundable option installment 1	–	–	–	–	(48,097)	–	–	–
Other items 2	(50)	217	(902)	210	(1,075)	(393)	(464)	1,152
Loss (income) for the quarter	$18,274	$16,211	$12,497	$21,947	$(29,579)	$11,092	$11,383	$17,888
Basic and diluted loss (income) per common share	$    0.05	$    0.05	$     0.04	$    0.07	$    (0.09)	$    0.04	$     0.04	$     0.06
Weighted average number of common shares (000s)	346,717	326,902	314,449	312,491	312,062	310,006	306,004	303,962

1.

The Company recognized the Non-refundable Option Installment received in Q4 2017 as income on termination of the framework agreement in Q2 2018.

2.

Other items include interest income and expense, exchange gain or loss, gain or loss on disposal of financial assets and plant and equipment, gains and loss on revaluation of warrants and non-core asset royalty income.

 

Discussion of Quarterly Trends

 

Exploration and evaluation expenses ("E&E") has fluctuated depending on activities undertaken. From Q3 2017, the Company focused on engineering and environmental studies, field investigations and related technical studies to finalize a proposed development plan for a CWA 404 permit application that was submitted to USACE in December 2017. In 2018, the Company focused on environmental monitoring, engineering studies to support permitting and responding to USACE requests for information in the EIS scoping process. In Q1 2019, the Company continued to respond to USACE requests for information prior to the release of the draft EIS in February 2019 and also focused on advancing engineering studies which is discussed in Engineering under Section1.2.1.2 Current Technical Programs. In Q2 2019, the Company completed the review of the Draft EIS and submitted comments to USACE thereon. E&E also includes costs for Native community engagement, site leases, land access agreements and annual claim fees.

 

General and administrative expenses ("G&A") has fluctuated based on the level of corporate and financing activities undertaken and have trended down in the first three quarters of 2018. In Q4 2018, G&A increased as the Company paid a discretionary bonus to the Pebble Partnership CEO ("PLP CEO"). In Q1 2019, the Company paid incentive bonuses to certain staff.

 

 

Northern Dynasty Minerals Ltd.
Management's Discussion And Analysis
Three and Six months ended June 30, 2019

 

Legal, accounting and audit expenses decreased from Q3 2017 to Q1 2018. In Q2 2018, the Company received insurance proceeds for cumulative securities class action costs incurred, which offset legal, accounting and audit expenses in the quarter. In Q4 2018, the legal fees included a bonus payment of approximately US$0.3 million relating to securities law advice provided during the year by the Company’s US legal counsel.

 

Share-based compensation expense ("SBC") has fluctuated due to the timing and quantum of share purchase option ("option") grants and the vesting periods associated with these grants. Grants of options occurred in Q3 2018 (5,635,000 options) and in Q3 2017 (5,808,000 options). Grants of RSUs also impacted SBC. There were grants in Q3 2018 and 2017 of 125,000 RSUs and 542,371 RSUs respectively.

 

1.5       Results of Operations

 

The following financial data has been prepared from the Interim Financial Statements, and is expressed in thousands of Canadian dollars unless otherwise stated.

 

The Company’s operations and business are not driven by seasonal trends, but rather are driven towards the achievement of project milestones relating to the Pebble Project such as the achievement of various technical, environmental, socio-economic and legal objectives, including obtaining the necessary permits, the completion of pre-feasibility and final feasibility studies, preparation of engineering designs, as well as receipt of financings to fund these objectives along with mine construction.

 

1.5.1       Results of Operations – Three and Six months ended June 30, 2019 versus 2018

 

For the three months ended June 30, 2019, the Company recorded a net loss of $18.3 million as compared to a net income of $29.6 million in 2018. In 2018, the Company recognized the non-refundable early option price installment of $48.1 million as income on termination of the framework agreement with First Quantum Minerals Ltd. Loss from operating activities decreased by $1.3 million to $18.3 million due mainly to a decrease in E&E of $2 million.

 

For the six months ended June 30, 2019, the Company recorded a net loss of $34.5 million compared to net income of $18.5 million in 2018, which was due to the recognition of the aforementioned income of $48.1 million. Loss from operating activities increased by $3.2 million to $34.3 million due to an increase in E&E of $2.3 million and an increase in legal, accounting and audit expenses of $1 million.

 

Exploration and evaluation expenses

 

The breakdown of E&E for the period as compared to 2018 is as follows:

 

E&E	Three months		Six months
	2019	2018	2019	2018
Engineering	$          8,238	$        4,645	$      13,199	$       6,033
Environmental	2,943	4,955	6,960	7,586
Site activities	716	1,839	1,191	2,812
Socio-economic	2,555	3,630	4,986	6,070
Transportation	196	1,320	248	1,390
Other activities and travel	53	338	167	557
Total	$        14,701	$      16,727	$      26,751	$     24,448

 

 

Northern Dynasty Minerals Ltd.
Management's Discussion And Analysis
Three and Six months ended June 30, 2019

 

E&E decreased by $2 million in the current quarter and increased by $2.3 million for the six month period due to the increase in engineering as the Company advanced engineering studies and continued responding to information requests from the USACE.

 

General and administrative expenses

 

The following table provides a breakdown of G&A, and legal, accounting and audit expenses incurred in the period as compared to 2018:

 

	Three months		Six months
	2019	2018	2019	2018
Conference and travel	$              68	$           129	$            210	$             232
Consulting	189	16	410	125
Depreciation of right-of-use assets	57	–	112	–
Insurance	170	121	340	230
Office costs, including information technology	242	303	445	570
Management and administration	1,047	1,021	2,173	2,241
Shareholder communication	284	383	480	604
Trust and filing	114	19	350	271
Total G&A	2,171	1,992	4,520	4,273
Legal, accounting and audit	790	1	1,681	648
	$         2,961	$       1,993	$         6,201	$         4,921

 

G&A in the current quarter increased by $179 mainly due to the increases in consulting, insurance and the recognition for the first time of depreciation of right-of-use assets which were offset by decreases in conference and travel, office costs and shareholder communication. Legal, accounting and audit expenses increased by $789 due primarily to legal costs in 2018 being offset by the receipt of insurance proceeds for cumulative securities class action costs incurred.

 

In the year to date, G&A increased by $247 due primarily to an increase in consulting and the recognition for the first time of depreciation of right-of-use assets. Legal, accounting and audit cost increased by $1 million due to additional costs being incurred relating to the review of the draft EIS.

 

SBC has fluctuated due to the timing and quantum of option grants, RSUs and DSUs and the vesting periods associated with these grants. There were no grants in the first and second quarters of 2019 and the 2018.

 

1.5.2       Financial position as at June 30, 2019 versus December 31, 2018

 

The total assets of the Company decreased by $10 million due largely to the decrease in cash and equivalents and the decrease in carrying value of the Company’s mineral property, plant and equipment as the appreciation of the Canadian dollar in relation to US dollar resulted in an decrease in the carrying value in the Company’s reporting currency.

 

1.6       Liquidity

 

The Company's major sources of funding have been the issuance of equity securities for cash, primarily through private placements and prospectus offerings to sophisticated investors and institutions, and the issue of common shares pursuant to the exercise of options and warrants. The Company's access to financing is always uncertain. There can be no assurance of continued access to equity funding. The following financial data is expressed in thousands of Canadian dollars unless otherwise stated.

 

 

Northern Dynasty Minerals Ltd.
Management's Discussion And Analysis
Three and Six months ended June 30, 2019

 

As at June 30, 2019, the Company had cash and cash equivalents of $10.4 million, which represents a decrease of $4.5 million from December 31, 2018. In June 2019, the Company completed a bought deal financing for gross proceeds of US$5.0 million ($6.6 million) and a private placement financing for gross proceeds of approximately US$1.5 million ($2.0 million). Previously, in March 2019, the Company completed a bought deal financing for gross proceeds of US$11.5 million ($15.3 million) and a private placement financing for gross proceeds of approximately $3.2 million (US$2.4 million) (see 1.2.3 Financings). The Company employed $29.4 million in its operating activities in the period ended June 30, 2019. The Company has prioritized the allocation of its available financial resources to meet key corporate and Pebble Project expenditure requirements in the near term. Although, the Company has announced on August 9, 2019, a US$10.0 million bought deal offering and a concurrent private placement for gross proceeds of up to US$2.15 million (see 1.2.3 Financings), additional financing will be required to progress any material expenditures at the Pebble Project including the finalizing of permitting and for working capital. There can be no assurances that the Company will be successful in obtaining additional financing at that point. If the Company is unable to raise the necessary capital resources to meet obligations as they come due, the Company will have to reduce or curtail its operations at some point.

 

At June 30, 2019, the Company had a negative working capital of $5.3 million as compared to $9.7 million at December 31, 2018. The Company has no lease obligations or any other long-term obligations other than those disclosed below:

 

The following commitments and payables existed at June 30, 2019:

 

		Payments due by period as of the reporting date
	Total	≤ 1 year	1-5 years	> 5 years
Trade and other payables 1	$         15,554	$         15,554	$                   –	$               –
Payables to related parties	188	188	–	–
Lease commitments 2	1,828	453	986	389
Total	$         17,570	$         16,195	$              986	$          389

 

Notes to table

 

1.

Includes legal fees due to legal counsel of US$5,274, due January 31, 2020, and US$635 payable on completion of a partnering transaction.

2.

Relates to the undiscounted lease payments to be made by the Company over the remaining lease terms.

3.

US dollar amounts have been converted at the closing rate of $1.3093/ US dollar.

 

The Company has no "Purchase Obligations", defined as any agreement to purchase goods or services that is enforceable and legally binding on the Company that specifies all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. The Company is responsible for maintenance payments on the Pebble Project claims and routine site and office leases (included in table above).

 

1.7       Capital Resources

 

The Company’s capital resources consist of its cash reserves, which include its cash and equivalents. As at June 30, 2019, other than noted in 1.6 Liquidity, the Company has no other long-term debt and no commitments for material capital expenditures.

 

The Company has no lines of credit or other sources of financing.

 

 

Northern Dynasty Minerals Ltd.
Management's Discussion And Analysis
Three and Six months ended June 30, 2019

 

1.8       Off-Balance Sheet Arrangements

 

As at June 30, 2019, the Company had no off-balance sheet arrangements.

 

1.9       Transactions with Related Parties

 

Transactions with Hunter Dickinson Services Inc. ("HDSI")

 

Hunter Dickinson Inc. ("HDI") and its wholly owned subsidiary, HDSI are private companies established by a group of mining professionals engaged in advancing and developing mineral properties for a number of private and publicly-listed exploration companies, one of which is the Company.

 

Current directors of the Company namely Robert Dickinson and Ron Thiessen are active members of the HDI Board of Directors. Mark Peters, the Company’s Chief Financial Officer ("CFO")⁴, is the CFO of HDSI. Other key management personnel of the Company – Doug Allen, Stephen Hodgson⁵, Bruce Jenkins and Trevor Thomas – are active members of HDI’s senior management team.

 

The business purpose of the related party relationship

 

HDSI provides technical, geological, corporate communications, regulatory compliance, administrative and management services to the Company, on an as-needed and as-requested basis from the Company.

 

HDSI also incurs third party costs on behalf of the Company. Such third party costs include, for example, directors and officers insurance, travel, conferences, and technology services.

 

As a result of this relationship with HDSI, the Company has ready access to a range of diverse and specialized expertise on a regular basis, without having to engage or hire full-time experts. The Company benefits from the economies of scale created by HDSI.

 

The measurement basis used

 

The Company procures services from HDSI pursuant to an agreement (the "Services Agreement") dated July 2, 2010 whereby HDSI agreed to provide technical, geological, corporate communications, administrative and management services to the Company. A copy of the Services Agreement is publicly available under the Company’s profile at www.sedar.com.

 

Services from HDSI are provided on a non-exclusive basis as required and as requested by the Company. The Company is not obligated to acquire any minimum amount of services from HDSI. The fees for services is determined based on an agreed upon charge-out rate for each employee performing the service and the time spent by the employee. The charge-out rate also includes overhead costs such as office rent, information technology services and administrative support. Such charge-out rates are agreed and set annually in advance.

 

Third party expenses are billed at cost, without any markup.

 

 

⁴ Mark Peters joined the Company as CFO, replacing Marchand Snyman who resigned from his role with effect from April 2, 2019.

⁵ Stephen Hodgson is employed though a subsidiary of HDSI, Hunter Dickinson Servicepay (US) Inc., and provides services to the Pebble Partnership on a full time basis as Senior Vice President, Engineering & Project Director.

 

 

Northern Dynasty Minerals Ltd.
Management's Discussion And Analysis
Three and Six months ended June 30, 2019

 

Ongoing contractual or other commitments resulting from the related party relationship

 

Other than noted below, there are no ongoing contractual or other commitments resulting from the Company’s transactions with HDSI, other than the payment for services already rendered and billed. The agreement may be terminated upon 60 days’ notice from either party.

 

The Company has an office use agreement with HDSI whereby the Company rents a specified office from HDSI for its sole use.

 

Transactions during the Reporting Period and Balances with HDSI at the end of the Reporting Period

 

Disclosure as to transactions with HDSI and any amounts due to or from HDSI is provided in Note 8 in the notes to the Interim Financial Statements which accompany this MD&A and which are available under the Company’s profile at www.sedar.com.

 

Key Management Personnel

 

The required disclosure for the remuneration of the Company’s key management personnel is provided in Note 8 in the notes to the Interim Financial Statements which accompany this MD&A and which are available under the Company’s profile at www.sedar.com.

 

1.10       Fourth Quarter

 

Not applicable

 

1.11       Proposed Transactions

 

There are no proposed asset or business acquisitions or dispositions, other than those in the ordinary course, before the Board of Directors for consideration.

 

1.12       Critical Accounting Estimates

 

The required disclosure is provided in Note 2 in the notes to the Interim Financial Statements which accompany this MD&A and which are available under the Company’s profile at www.sedar.com.

 

1.13       Changes in Accounting Policies including Initial Adoption

 

The required disclosure is provided in Note 2 in the notes to the Interim Financial Statements which accompany this MD&A and which are available under the Company’s profile at www.sedar.com.

 

1.14       Financial Instruments and Other Instruments

 

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

 

 

Northern Dynasty Minerals Ltd.
Management's Discussion And Analysis
Three and Six months ended June 30, 2019

 

Credit Risk

 

Credit risk is the risk of potential loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its liquid financial assets, including cash and cash equivalents and restricted cash and amounts receivable. The Company limits the exposure to credit risk by only investing with high-credit quality financial institutions in business and saving accounts, guaranteed investment certificates, government treasury bills, low risk corporate bonds and money market funds, which are available on demand by the Group as and when required or mature in timeframes appropriate to the needs of the Company. There has been no change in the Company’s objectives and policies for managing this risk except for changes in the carrying amounts of financial assets exposed to credit risk, and there was no significant change to the Company’s exposure to credit risk during the three and six months ended June 30, 2019. Amounts receivable include receivable balances with government agencies, prepaid expenses and refundable deposits. Management has concluded that there is no objective evidence of impairment to the Company’s amounts receivable.

 

Liquidity Risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations when they become due. There has been no change in the Company’s objectives and policies for managing this risk. The Company’s liquidity position is discussed further in Section 1.6 Liquidity.

 

Foreign Exchange Risk

 

The Company is subject to both currency transaction risk and currency translation risk: Group entities, the Pebble Partnership, Pebble Services Inc. and U5 Resources Inc., have the US dollar as functional currency; and certain of the Company’s corporate expenses are incurred in US dollars. The fluctuation of the US dollar in relation to the Canadian dollar has an impact upon the losses incurred by the Company as well as the value of the Company’s assets and total shareholders’ equity as the Company’s functional and presentation currency is the Canadian dollar. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks at this time.

 

There has been no change in the Company’s objectives and policies for managing this risk, except for the changes in the carrying amounts of the financial assets exposed to foreign exchange risk. As a result, the Company’s exposure to foreign exchange risk has decreased as follows:

 

	June 30	December 31
US dollar denominated financial assets and liabilities	2019	2018
Financial assets:
Amounts receivable	$                282	$                 627
Restricted Cash	805	830
Cash and cash equivalents	7,613	9,693
	8,700	11,150
Financial liabilities:
Long term payables	(1,033)	(7,194)
Warrant liabilities	(84)	–
Payables to related parties	(79)	(146)
Trade and other payables	(15,569)	(5,834)
	(16,765)	(13,174)
Net financial assets (liabilities) exposed to foreign currency risk	$           (8,065)	$            (2,024)

 

Based on the above net exposures and assuming that all other variables remain constant, a 10% change in the value of the Canadian dollar relative to the US dollar would result in a gain or loss of $807 (2018 – $202) in the period. This sensitivity analysis includes only outstanding foreign currency denominated monetary items.

 

 

Northern Dynasty Minerals Ltd.
Management's Discussion And Analysis
Three and Six months ended June 30, 2019

 

Interest rate risk

 

The Company is subject to interest rate risk with respect to its investments in cash and cash equivalents. There has been no change in the Company’s objectives and policies for managing this risk and no significant change to the Company’s exposure to interest rate risk during the three and six months ended June 30, 2019.

 

Commodity price risk

 

While the value of the Company’s Pebble Project is related to the price of copper, gold, molybdenum and silver and the outlook for these minerals, the Company currently does not have any operating mines and hence does not have any hedging or other commodity based risks in respect of its operational activities.

 

Copper, gold, molybdenum and silver prices have fluctuated widely historically and are affected by numerous factors outside of the Company’s control, including, but not limited to, industrial and retail demand, central bank lending, forward sales by producers and speculators, levels of worldwide production, short-term changes in supply and demand because of speculative hedging activities, and certain other factors related specifically to gold.

 

Capital Management

 

The Company’s policy is to maintain a strong capital base to maintain investor and creditor confidence and to sustain future development of the business. The capital structure of the Company currently consists of equity, comprising share capital and reserves, net of accumulated deficit.

 

There were no changes in the Company’s approach to capital management during the period. The Company is not subject to any externally imposed capital requirements.

 

1.15       Other MD&A Requirements

 

Additional information relating to the Company, including the Company’s 2018 Annual Information Form, is available under the Company’s profile on SEDAR at www.sedar.com.

 

1.15.1 Disclosure of Outstanding Share Data

 

The capital structure of the Company as of as of the date of this MD&A, is as follows:

 

	Number
Common shares issued and outstanding	361,680,833
Share options pursuant to the Company’s incentive plan	20,086,032
Deferred share units	458,129
Restricted share units	35,877
Warrants and non-incentive plan options1	31,212,665

 

Note to table:

 

1.

Non-incentive plan options make up 291,400 of the total. These were issued on the acquisition of Cannon Point in October 2015. Warrants make up the balance and were issued pursuant to the acquisition of Mission Gold in December 2015, prospectus financings in June 2016 and 2019, and a private placement financing in July 2016.

 

 

Northern Dynasty Minerals Ltd.
Management's Discussion And Analysis
Three and Six months ended June 30, 2019

 

1.15.2 Disclosure Controls and Procedures

 

The Company has disclosure controls and procedures in place to provide reasonable assurance that any information required to be disclosed by the Company under securities legislation is recorded, processed, summarized and reported within the applicable time periods and that required information is accumulated and communicated to the Company's management so that decisions can be made about the timely disclosure of that information.

 

1.15.3 Management’s Report on Internal Control over Financial Reporting ("ICFR")

 

The Company's management, including the Chief Executive Officer ("CEO") and the Chief Financial Officer ("CFO"), is responsible for establishing and maintaining adequate ICFR. ICFR is a process designed by, or under the supervision of, the CEO and CFO and effected by the Company's Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with IFRS. The Company's ICFR includes those policies and procedures that:

 

	·	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
	·	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the company; and
	·	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the consolidated financial statements.

 

There has been no change in the design of the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s ICFR during the period covered by this MD&A.

 

1.15.4 Limitations of Controls and Procedures

 

The Company’s management, including its CEO and CFO, believe that any system of disclosure controls and procedures or ICFR, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

 

 

Northern Dynasty Minerals Ltd.
Management's Discussion And Analysis
Three and Six months ended June 30, 2019

 

1.15.5 Risk Factors

 

The securities of Northern Dynasty are highly speculative and subject to a number of risks. A prospective investor or other person reviewing Northern Dynasty for a prospective investor should not consider an investment in Northern Dynasty unless the investor is capable of sustaining an economic loss of their entire investment. The risks associated with Northern Dynasty’s business include:

 

Inability to Ultimately Achieve Mine Permitting and Build a Mine at the Pebble Project.

 

The Company may ultimately be unable to secure the necessary permits under United States Federal and Alaskan State laws to build and operate a mine at the Pebble Project. There is no assurance that the EPA will not seek to undertake future regulatory action to impede or restrict the Pebble Project. In addition, there are prominent and well organized opponents of the Pebble Project and the Company may be unable, even if we present solid scientific and technical evidence of risk mitigation, to overcome such opposition and convince governmental authorities that a mine should be permitted at the Pebble Project. The Company faces not only the permitting and regulatory issues typical of companies seeking to build a mine, but additional public and regulatory scrutiny due to its location and likely size. Accordingly, there is no assurance that the Company will obtain the required permits. The Company has filed a CWA 404 permit application with the USACE, which triggered an EIS process under NEPA. The EIS process under NEPA and the requirement for the Company to secure a broad range of other permits and authorizations from multiple federal and state regulatory agencies will take several years. After all permits necessary to begin construction are in hand, a number of years would be required to finance and build a mine and commence operations. During these periods, the Company would likely have no income and so would require additional financing to continue its operations. Unless and until we build a mine at the Pebble Project, we will be unable to achieve revenues from operations and may not be able to sell or otherwise recover our investment in the Pebble Project, which would have a material adverse effect on the Company and an investment in the Company’s common shares.

 

Risk of Secure Title or Property Interest

 

There can be no certainty that title to any property interest acquired by the Company or any of its subsidiaries is without defects. Although the Company has taken reasonable precautions to ensure that legal title to its properties is properly documented, there can be no assurance that its property interests may not be challenged or impugned. Such property interests may be subject to prior unregistered agreements or transfers or other land claims, and title may be affected by undetected defects and adverse laws and regulations.

 

The Pebble Partnership’s mineral concessions at Pebble are located on State of Alaska lands specifically designated for mineral exploration and development. Alaska is a stable jurisdiction with a well-developed regulatory and legal framework for resource development and public lands management, a strong commitment to the rule of law and lengthy track record for encouraging investment in the development if its land and natural resources.  

 

 

Northern Dynasty Minerals Ltd.
Management's Discussion And Analysis
Three and Six months ended June 30, 2019

 

The Pebble Project is Subject to Political and Environmental Regulatory Opposition

 

As is typical for a large-scale mining project, the Pebble Project faces organized opposition from certain individuals and organizations who are motivated to preclude any possible mining in the Bristol Bay Watershed (the "BBW"). The BBW is an important wildlife and salmon habitat area. Accordingly, one of the greatest risks to the Pebble Project is seen to be political/permitting risk, which may ultimately preclude construction of a mine at the Pebble Project. Opposition may include legal challenges to exploration and development permits, which may delay or halt development. Other tactics may also be employed by opposition groups to delay or frustrate development at Pebble, included political and public advocacy, electoral strategies, media and public outreach campaigns and protest activity.

 

The Pebble Partnership’s Mineral Property Interests Do Not Contain Any Ore Reserves or Any Known Body of Economic Mineralization

 

Although there are known bodies of mineralization on the Pebble Project, and the Pebble Partnership has completed core drilling programs within, and adjacent to, the deposits to determine measured and indicated resources, there are currently no known reserves or body of commercially viable ore and the Pebble Project must be considered an exploration and feasibility evaluation project only. Extensive additional work is required before Northern Dynasty or the Pebble Partnership can ascertain if any mineralization may be economic and hence constitute "ore".

 

Mineral Resources Disclosed by Northern Dynasty or the Pebble Partnership for the Pebble Project are Estimates Only

 

Northern Dynasty has included mineral resource estimates that have been made in accordance with 43-101. These resource estimates are classified as "measured resources", "indicated resources" and "inferred resources". Northern Dynasty advises United States investors that although with the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of "measured mineral resources", "indicated mineral resources" and "inferred mineral resources", there is no assurance any mineral resources that Northern Dynasty may report as "measured mineral resources", "indicated mineral resources" and "inferred mineral resources" under 43-101 would be the same had Northern Dynasty prepared the resource estimates under the standards adopted under the SEC Modernization Rules. Investors are cautioned not to assume that any part or all of mineral deposits classified as "measured resources" or "indicated resources" will ever be converted into ore reserves. Further, "inferred resources" have a great amount of uncertainty as to their existence, and economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian securities law, estimates of "inferred mineral resources" cannot form the basis of feasibility or prefeasibility studies, except in rare cases. Investors are cautioned not to assume that part or all of an "inferred resource" exists, or is economically or legally mineable.

 

All amounts of mineral resources are estimates only, and Northern Dynasty cannot be certain that any specified level of recovery of metals from the mineralized material will in fact be realized or that the Pebble Project or any other identified mineral deposit will ever qualify as a commercially mineable (or viable) ore body that can be economically exploited. Mineralized material which is not mineral reserves does not have demonstrated economic viability. In addition, the quantity of mineral reserves and mineral resources may vary depending on, among other things, metal prices and actual results of mining. There can be no assurance that any future economic or technical assessments undertaken by the Company with respect to the Pebble Project will demonstrate positive economics or feasibility.

 

Negative Operating Cash Flow

 

The Company currently has a negative operating cash flow and will continue to operate this way for the foreseeable future. Accordingly, the Company will require substantial additional capital in order to fund its future exploration and development activities. The Company does not have any arrangements in place for this funding and there is no assurance that such funding will be achieved when required. Any failure to obtain additional financing or failure to achieve profitability and positive operating cash flows will have a material adverse effect on its financial condition and results of operations.

 

 

Northern Dynasty Minerals Ltd.
Management's Discussion And Analysis
Three and Six months ended June 30, 2019

 

Northern Dynasty Has No History of Earnings and No Foreseeable Earnings, and May Never Achieve Profitability or Pay Dividends

 

Northern Dynasty has only had losses since inception and there can be no assurance that Northern Dynasty will ever be profitable. Northern Dynasty has paid no dividends on its shares since incorporation. Northern Dynasty presently has no ability to generate earnings from its mineral properties as its mineral properties are in the pre-development stage.

 

Northern Dynasty’s Consolidated Financial Statements have been Prepared Assuming Northern Dynasty will continue on a Going Concern Basis

 

Northern Dynasty has prepared its Financial Statements on the basis that Northern Dynasty will continue as a going concern. At June 30, 2019, Northern Dynasty had a negative working capital of $5.3 million. Although Northern Dynasty closed two bought deal financings for gross proceeds of US$16.5 million ($21.9 million) and two private placement financings for gross proceeds of approximately US$3.9 million ($5.2 million) in the period ending June 30, 2019; and announced in August 2019, a US$10.0 million bought deal offering and a concurrent private placement for gross proceeds of up to US$2.15 million, additional financing will be required in 2019 for continued corporate expenditures and material expenditures at the Pebble Project. Northern Dynasty’s continuing operations and the underlying value and recoverability of the amounts shown for mineral property interest are entirely dependent upon the existence of economically recoverable mineral reserves at the Pebble Project, the ability of the Company to finance its operating costs, the completion of the exploration and development of the Pebble Project, the Pebble Partnership obtaining the necessary permits to mine, and on future profitable production at the Pebble Project. Furthermore, failure to continue as a going concern would require that Northern Dynasty's assets and liabilities be restated on a liquidation basis, which would likely differ significantly from their going concern assumption carrying values. Refer also to discussion in 1.6 Liquidity.

 

As the Pebble Project is Northern Dynasty’s only Mineral Property Interest, the Failure to establish that the Pebble Project Possesses Commercially Viable and Legally Mineable Deposits of Ore may cause a Significant Decline in the Trading Price of Northern Dynasty’s Common Shares and reduce its ability to obtain New Financing

 

The Pebble Project is, through the Pebble Partnership, Northern Dynasty’s only mineral project. Northern Dynasty’s principal business objective is to carry out further exploration and related activities to establish whether the Pebble Project possesses commercially viable deposits of ore. If Northern Dynasty is not successful in its plan of operations, Northern Dynasty may have to seek a new mineral property to explore or acquire an interest in a new mineral property or project. Northern Dynasty anticipates that such an outcome would adversely impact the price of Northern Dynasty’s common shares. Furthermore, Northern Dynasty anticipates that its ability to raise additional financing to fund exploration of a new property or the acquisition of a new property or project would be impaired as a result of the failure to establish commercial viability of the Pebble Project.

 

 

Northern Dynasty Minerals Ltd.
Management's Discussion And Analysis
Three and Six months ended June 30, 2019

 

If prices for copper, gold, molybdenum and silver decline, Northern Dynasty may not be able to raise the additional financing required to fund expenditures for the Pebble Project

 

The ability of Northern Dynasty to raise financing to fund the Pebble Project will be significantly affected by changes in the market price of the metals for which it explores. The prices of copper, gold, molybdenum and silver are volatile, and are affected by numerous factors beyond Northern Dynasty’s control. The level of interest rates, the rate of inflation, the world supplies of and demands for copper, gold, molybdenum and silver and the stability of exchange rates can all cause fluctuations in these prices. Such external economic factors are influenced by changes in international investment patterns and monetary systems and political developments. The prices of copper, gold, molybdenum and silver have fluctuated in recent years, and future significant price declines could cause investors to be unprepared to finance exploration of copper, gold, molybdenum and silver, with the result that Northern Dynasty may not have sufficient financing with which to fund its activities related to the advancement of the Pebble Project.

 

Mining is Inherently Dangerous and Subject to Conditions or Events beyond the Company’s Control, which could have a Material Adverse Effect on the Company’s Business

 

Hazards such as fire, explosion, floods, structural collapses, industrial accidents, unusual or unexpected geological conditions, ground control problems, power outages, inclement weather, seismic activity, cave-ins and mechanical equipment failure are inherent risks in the Company’s exploration, development and mining operations. These and other hazards may cause injuries or death to employees, contractors or other persons at the Company’s mineral properties, severe damage to and destruction of the Company’s property, plant and equipment and mineral properties, and contamination of, or damage to, the environment, and may result in the suspension of the Company’s exploration and development activities and any future production activities. Safety measures implemented by the Company may not be successful in preventing or mitigating future accidents.

 

Northern Dynasty Competes with Larger, Better Capitalized Competitors in the Mining Industry

 

The mining industry is competitive in all of its phases, including financing, technical resources, personnel and property acquisition. It requires significant capital, technical resources, personnel and operational experience to effectively compete in the mining industry. Because of the high costs associated with exploration, the expertise required to analyze a project’s potential and the capital required to develop a mine, larger companies with significant resources may have a competitive advantage over Northern Dynasty. Northern Dynasty faces strong competition from other mining companies, some with greater financial resources, operational experience and technical capabilities than Northern Dynasty possesses. As a result of this competition, Northern Dynasty may be unable to maintain or acquire financing, personnel, technical resources or attractive mining properties on terms Northern Dynasty considers acceptable or at all.

 

Compliance with Environmental Requirements will take Considerable Resources and Changes to these Requirements could Significantly Increase the Costs of Developing the Pebble Project and Could Delay These Activities

 

Northern Dynasty and the Pebble Partnership must comply with stringent environmental legislation in carrying out work on the Pebble Project. Environmental legislation is evolving in a manner that will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. Changes in environmental legislation could increase the cost to the Pebble Partnership of carrying out its exploration and, if warranted, development of the Pebble Project. Further, compliance with new or additional environmental legislation may result in delays to the exploration and, if warranted, development activities.

 

 

Northern Dynasty Minerals Ltd.
Management's Discussion And Analysis
Three and Six months ended June 30, 2019

 

Changes in Government Regulations or the Application thereof and the Presence of Unknown Environmental Hazards on Northern Dynasty’s Mineral Properties May Result in Significant Unanticipated Compliance and Reclamation Costs

 

Government regulations relating to mineral rights tenure, permission to disturb areas and the right to operate can adversely affect Northern Dynasty. Northern Dynasty and the Pebble Partnership may not be able to obtain all necessary licenses and permits that may be required to carry out exploration at the Pebble Project. Obtaining the necessary governmental permits is a complex, time-consuming and costly process. The duration and success of efforts to obtain permits are contingent upon many variables not within our control. Obtaining environmental permits may increase costs and cause delays depending on the nature of the activity to be permitted and the interpretation of applicable requirements implemented by the permitting authority. There can be no assurance that all necessary approvals and permits will be obtained and, if obtained, that the costs involved will not exceed those that we previously estimated. It is possible that the costs and delays associated with the compliance with such standards and regulations could become such that we would not proceed with the development or operation of a mine at the Pebble Project.

 

Litigation

 

The Company is, and may in future be subject to legal proceedings, including with regard to actions discussed in 1.2.2. Legal Matters in the pursuit of its Pebble Project. Given the uncertain nature of these actions, the Company cannot reasonably predict the outcome thereof. If the Company is unable to resolve these matters favorably, it will likely have a material adverse effect of the Company.

 

Northern Dynasty is Subject to Many Risks that are Not Insurable and, as a Result, Northern Dynasty will Not Be Able to Recover Losses through Insurance Should Such Certain Events Occur

 

Hazards such as unusual or unexpected geological formations and other conditions are involved in mineral exploration and development. Northern Dynasty may become subject to liability for pollution, cave-ins or hazards against which it cannot insure. The payment of such liabilities could result in increase in Northern Dynasty’s operating expenses, which could, in turn, have a material adverse effect on Northern Dynasty’s financial position and its results of operations. Although Northern Dynasty and the Pebble Partnership maintain liability insurance in an amount which we consider adequate, the nature of these risks is such that the liabilities might exceed policy limits, the liabilities and hazards might not be insurable against, or Northern Dynasty and the Pebble Partnership might elect not to insure itself against such liabilities due to high premium costs or other reasons, in which event Northern Dynasty could incur significant liabilities and costs that could materially increase Northern Dynasty’s operating expenses.

 

If Northern Dynasty Loses the Services of the Key Personnel that it Engages to Undertake its Activities, then Northern Dynasty’s Plan of Operations May Be Delayed or be More Expensive to Undertake than Anticipated

 

Northern Dynasty’s success depends to a significant extent on the performance and continued service of certain independent contractors, including HDSI (refer 1.9 Transactions with Related Parties). The Company has access to the full resources of HDSI, an experienced exploration and development firm with in-house geologists, engineers and environmental specialists, to assist in its technical review of the Pebble Project. There can be no assurance that the services of all necessary key personnel will be available when required or if obtained, that the costs involved will not exceed those that we previously estimated. It is possible that the costs and delays associated with the loss of services of key personnel could become such that we would not proceed with the development or operation of a mine at the Pebble Project.

 

The Market Price of Northern Dynasty’s Common Shares is Subject to High Volatility and Could Cause Investor Loss.

 

The market price of a publicly traded stock, especially a resource issuer like Northern Dynasty, is affected by many variables in addition to those directly related to exploration successes or failures. Such factors include the general condition of markets for resource stocks, the strength of the economy generally, the availability and attractiveness of alternative investments, and the breadth of the public markets for the stock. The effect of these and other factors on the market price of the Company’s common shares suggests Northern Dynasty’s shares will continue to be volatile. Therefore, investors could suffer significant losses if Northern Dynasty’s shares are depressed or illiquid when an investor needs to sell Northern Dynasty shares.

 

Northern Dynasty Will Require Additional Funding to Meet the Development Objectives of the Pebble Project.

 

Northern Dynasty will need to raise additional financing (through share issuances, debt or asset level partnering) to achieve permitting and development of the Pebble Project. In addition, a positive production decision at the Pebble Project would require significant capital for project engineering and construction. Accordingly, the continuing permitting and development of the Pebble Project will depend upon Northern Dynasty’s ability to obtain financing through debt financing, equity financing, the joint venturing of the project, or other means. There can be no assurance that Northern Dynasty will be successful in obtaining the required financing, or that it will be able to raise the funds on terms that do not result in high levels of dilution to shareholders.

 

 

Form 52-109F2

 

Certification of Interim Filings - Full Certificate

 

I, Ronald W. Thiessen, President and Chief Executive Officer of Northern Dynasty Minerals Ltd., certify the following:

 

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Northern Dynasty Minerals Ltd. (the “issuer”) for the interim period ended June 30, 2019.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.	Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as those terms are defined in National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.	Design:  Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

 

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

	(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
	(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1	Control framework:  The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework 2013 published by The Committee of Sponsoring Organizations of the Treadway Commission.
5.2	ICFR – material weakness relating to design: N/A
5.3	Limitation on scope of design:  N/A
6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2019, and ended on June 30, 2019, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: August 12, 2019
/s/ R.W. Thiessen
Ronald W. Thiessen
President and Chief Executive Officer

 

Form 52-109F2

 

Certification of Interim Filings - Full Certificate

 

I, Mark Peters, Chief Financial Officer of Northern Dynasty Minerals Ltd., certify the following:

 

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Northern Dynasty Minerals Ltd. (the “issuer”) for the interim period ended June 30, 2019.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.	Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as those terms are defined in National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.	Design:  Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

 

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

	(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
	(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1	Control framework:  The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework 2013 published by The Committee of Sponsoring Organizations of the Treadway Commission.
5.2	ICFR – material weakness relating to design: N/A
5.3	Limitation on scope of design:  N/A
6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2019, and ended on June 30, 2019, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date:  August 12, 2019
/s/ Mark Peters
Mark Peters
Chief Financial Officer